Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 29, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Entity Interactive Data Current | Yes | |
Entity Central Index Key | 0001537054 | |
Document Fiscal Period Focus | Q3 | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Entity Registrant Name | Gogo Inc. | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 109,953,885 | |
Entity Address, Country | IL | |
Document Transition Report | false | |
Document Quarterly Report | true | |
Entity File Number | 001-35975 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-1650905 | |
Entity Address, Address Line One | 111 North Canal St | |
Entity Address, Address Line Two | Suite 1400 | |
Entity Address, City or Town | Chicago | |
Entity Address, Postal Zip Code | 60606 | |
City Area Code | 303 | |
Local Phone Number | 301-3271 | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | GOGO | |
Security Exchange Name | NASDAQ | |
Preferred Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock Purchase Rights | |
Trading Symbol | GOGO | |
Security Exchange Name | NASDAQ |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 133,233 | $ 435,345 |
Accounts receivable, net of allowances of $711 and $1,044, respectively | 40,354 | 39,833 |
Inventories | 29,964 | 28,114 |
Prepaid expenses and other current assets | 36,921 | 8,934 |
Total current assets | 240,472 | 512,226 |
Non-current assets: | ||
Property and equipment, net | 58,403 | 63,493 |
Intangible assets, net | 48,162 | 52,693 |
Right-of-use assets and operating lease liabilities | 71,411 | 33,690 |
Other non-current assets, net of allowances of $431 and $375, respectively | 24,757 | 11,486 |
Total non-current assets | 202,733 | 161,362 |
Total assets | 443,205 | 673,588 |
Current liabilities: | ||
Accounts payable | 13,974 | 11,013 |
Accrued liabilities | 94,816 | 83,009 |
Deferred revenue | 2,257 | 3,113 |
Current portion of long-term debt | 109,348 | 341,000 |
Total current liabilities | 220,395 | 438,135 |
Non-current liabilities: | ||
Long-term debt | 695,894 | 827,968 |
Non-current assets and liabilities | 77,774 | 38,018 |
Other non-current liabilities | 9,379 | 10,581 |
Total non-current liabilities | 783,047 | 876,567 |
Total liabilities | 1,003,442 | 1,314,702 |
Stockholders’ deficit | ||
Common stock, par value $0.0001 per share; 500,000,000 shares authorized at September 30, 2021 and December 31, 2020; 116,541,881 and 91,086,191 shares issued at September 30, 2021 and December 31, 2020, respectively; and 109,926,367 and 85,990,499 shares outstanding at September 30, 2021 and December 31, 2020, respectively | 11 | 9 |
Additional paid-in capital | 1,240,231 | 1,088,590 |
Accumulated other comprehensive loss | (1,339) | (1,013) |
Treasury stock, at cost | (128,803) | (98,857) |
Accumulated deficit | (1,670,337) | (1,629,843) |
Total stockholders’ deficit | (560,237) | (641,114) |
Total liabilities and stockholders’ deficit | $ 443,205 | $ 673,588 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Allowances on accounts receivable | $ 711 | $ 1,044 |
Other non-current assets, net of allowances | $ 431 | $ 375 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 116,541,881 | 91,086,191 |
Common stock, shares outstanding | 109,926,367 | 85,990,499 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue: | ||||
Total revenue | $ 87,172 | $ 66,525 | $ 243,416 | $ 192,084 |
Operating expenses: | ||||
Cost of service revenue | 12,985 | 11,635 | 42,257 | 32,809 |
Cost of equipment revenue | 12,368 | 8,543 | 31,582 | 24,036 |
Engineering, design and development | 5,958 | 4,510 | 17,992 | 17,365 |
Sales and marketing | 5,538 | 3,758 | 14,093 | 10,724 |
General and administrative | 15,250 | 12,539 | 37,369 | 36,378 |
Depreciation and amortization | 4,160 | 3,320 | 11,824 | 10,117 |
Total operating expenses | 56,259 | 44,305 | 155,117 | 131,429 |
Operating income | 30,913 | 22,220 | 88,299 | 60,655 |
Other (income) expense: | ||||
Interest income | (34) | (36) | (145) | (689) |
Interest expense | 10,943 | 31,199 | 56,577 | 93,595 |
Loss on extinguishment of debt and settlement of convertible notes | 83,961 | |||
Other (income) expense | 143 | 12 | 11 | 12 |
Total other expense | 11,052 | 31,175 | 140,404 | 92,918 |
Income (loss) from continuing operations before income taxes | 19,861 | (8,955) | (52,105) | (32,263) |
Income tax provision (benefit) | 131 | (65) | 443 | 216 |
Net income (loss) from continuing operations | 19,730 | (8,890) | (52,548) | (32,479) |
Net loss from discontinued operations, net of tax | (8,771) | (71,234) | (13,426) | (218,402) |
Net income (loss) | $ 10,959 | $ (80,124) | $ (65,974) | $ (250,881) |
Net income (loss) attributable to common stock per share - basic: | ||||
Continuing operations | $ 0.18 | $ (0.11) | $ (0.52) | $ (0.40) |
Discontinued operations | (0.08) | (0.86) | (0.13) | (2.67) |
Net income (loss) attributable to common stock per share - basic | 0.10 | (0.97) | (0.65) | (3.07) |
Net income (loss) attributable to common stock per share - diluted: | ||||
Continuing operations | 0.16 | (0.11) | (0.52) | (0.40) |
Discontinued operations | 0 | (0.86) | (0.13) | (2.67) |
Net income (loss) attributable to common stock per share - diluted | $ 0.16 | $ (0.97) | $ (0.65) | $ (3.07) |
Basic | 109,345 | 82,707 | 101,189 | 81,892 |
Diluted | 133,160 | 82,707 | 101,189 | 81,892 |
Service [Member] | ||||
Revenue: | ||||
Total revenue | $ 66,204 | $ 53,324 | $ 190,326 | $ 155,083 |
Product [Member] | ||||
Revenue: | ||||
Total revenue | $ 20,968 | $ 13,201 | $ 53,090 | $ 37,001 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 10,959 | $ (80,124) | $ (65,974) | $ (250,881) |
Other comprehensive income (loss), net of tax | ||||
Currency translation adjustments | (32) | 535 | 106 | (2,067) |
Cash flow hedges: | ||||
Net unrealized loss | (2) | (432) | ||
Changes in fair value of cash flow hedges | (2) | (432) | ||
Other comprehensive income (loss), net of tax | (34) | 535 | (326) | (2,067) |
Comprehensive income (loss) | $ 10,925 | $ (79,589) | $ (66,300) | $ (252,948) |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities from continuing operations: | ||
Net income (loss) | $ (52,548) | $ (32,479) |
Adjustments to reconcile net loss to cash provided by operating activities: | ||
Depreciation and amortization | 11,824 | 10,117 |
(Gain) Loss on asset disposals, abandonments and write-downs | 121 | 64 |
Provision for expected credit losses | 55 | 1,048 |
Deferred income taxes | 147 | 134 |
Stock-based compensation expense | 10,144 | 8,283 |
Amortization of deferred financing costs | 3,718 | 4,355 |
Accretion and amortization of debt discount and premium | 303 | 10,311 |
Loss on extinguishment of debt and settlement of convertible notes | 83,961 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (520) | 8,619 |
Inventories | (1,850) | 98 |
Prepaid expenses and other current assets | (26,794) | 1,487 |
Contract assets | (4,689) | (7,581) |
Accounts payable | 2,474 | 577 |
Accrued liabilities | 16,245 | (12,193) |
Deferred revenue | (849) | 277 |
Accrued interest | (7,034) | 26,379 |
Other non-current assets and liabilities | 1,647 | 819 |
Net cash provided by (used in) operating activities from continuing operations | 36,355 | 20,315 |
Investing activities from continuing operations: | ||
Proceeds from sale of property and equipment | 1,000 | |
Purchases of property and equipment | (2,833) | (448) |
Acquisition of intangible assets—capitalized software | (1,171) | (5,915) |
Purchase of interest rate cap | (8,629) | |
Net cash used in investing activities from continuing operations | (11,633) | (6,363) |
Financing activities from continuing operations: | ||
Proceeds from credit facility draw | 26,000 | |
Repayments of amounts drawn from credit facility | (6,000) | |
Repurchase of convertible notes | (2,498) | |
Redemption of senior secured notes | (1,023,146) | |
Proceeds from term loan, net of discount | 721,375 | |
Payments on term loan | (1,813) | |
Payment of debt issuance costs | (20,251) | |
Payments on financing leases | (154) | (33) |
Stock-based compensation activity | (2,234) | (1,428) |
Net cash provided by (used in) financing activities from continuing operations | (326,223) | 16,041 |
Cash used in operating activities | (809) | (56,009) |
Cash used in investing activities | 0 | (28,152) |
Cash used in financing activities | 0 | (344) |
Net cash used in discontinued operations | (809) | (84,505) |
Effect of exchange rate changes on cash | 28 | (19) |
Decrease in cash, cash equivalents and restricted cash | (302,282) | (54,531) |
Cash, cash equivalents and restricted cash at beginning of period | 435,870 | 177,675 |
Cash, cash equivalents and restricted cash at end of period | 133,588 | 123,144 |
Less: current restricted cash | 25 | 560 |
Less: non-current restricted cash | 330 | 5,101 |
Cash and cash equivalents at end of period | 133,233 | 117,483 |
Supplemental Cash Flow Information: | ||
Cash paid for interest | 59,660 | 53,230 |
Cash paid for taxes | $ 326 | $ 311 |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Revision of Prior Period Accounting Standards Update Adjustment [Member] | Common Stock | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Revision of Prior Period Accounting Standards Update Adjustment [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Revision of Prior Period Accounting Standards Update Adjustment [Member] | Treasury Stock [Member] |
Beginning Balance at Dec. 31, 2019 | $ (398,890) | $ 9 | $ 979,499 | $ (2,256) | $ (1,376,142) | ||||
Beginning Balance, Shares at Dec. 31, 2019 | 88,240,877 | ||||||||
Net income (loss) | (250,881) | (250,881) | |||||||
Currency translation adjustments | (2,067) | (2,067) | |||||||
Stock-based compensation expense | 9,736 | 9,736 | |||||||
Issuance of common stock upon exercise of stock options | 102 | 102 | |||||||
Issuance of common stock upon exercise of stock options, shares | 38,383 | ||||||||
Issuance of common stock upon vesting of restricted stock units and restricted stock awards, Shares | 1,708,337 | ||||||||
Tax withholding related to vesting of restricted stock units | (2,273) | (2,273) | |||||||
Issuance of common stock in connection with employee stock purchase plan | 744 | $ 1 | 743 | ||||||
Issuance of common stock in connection with employee stock purchase plan, Shares | 327,085 | ||||||||
Settlement of prepaid forward shares [value] | $ (1) | 98,858 | $ (98,857) | ||||||
Settlement of prepaid forward shares [shares] | (5,077,400) | 5,077,400 | |||||||
Ending Balance at Sep. 30, 2020 | (647,194) | $ (3,665) | $ 9 | 1,086,665 | (4,323) | (1,630,688) | $ (3,665) | $ (98,857) | |
Ending Balance, Shares at Sep. 30, 2020 | 85,237,282 | 5,077,400 | |||||||
Beginning Balance at Jun. 30, 2020 | (569,017) | $ 8 | 1,085,254 | (4,858) | (1,550,564) | $ (98,857) | |||
Beginning Balance, Shares at Jun. 30, 2020 | 84,032,343 | 5,077,400 | |||||||
Net income (loss) | (80,124) | (80,124) | |||||||
Currency translation adjustments | 535 | 535 | |||||||
Stock-based compensation expense | 2,577 | 2,577 | |||||||
Issuance of common stock upon exercise of stock options | 102 | 102 | |||||||
Issuance of common stock upon exercise of stock options, shares | 38,383 | ||||||||
Issuance of common stock upon vesting of restricted stock units and restricted stock awards, Shares | 1,066,909 | ||||||||
Tax withholding related to vesting of restricted stock units | (1,464) | (1,464) | |||||||
Issuance of common stock in connection with employee stock purchase plan | 197 | $ 1 | 196 | ||||||
Issuance of common stock in connection with employee stock purchase plan, Shares | 99,647 | ||||||||
Ending Balance at Sep. 30, 2020 | (647,194) | (3,665) | $ 9 | 1,086,665 | (4,323) | (1,630,688) | (3,665) | $ (98,857) | |
Ending Balance, Shares at Sep. 30, 2020 | 85,237,282 | 5,077,400 | |||||||
Beginning Balance at Dec. 31, 2020 | (641,114) | $ 9 | 1,088,590 | (1,013) | (1,629,843) | $ (98,857) | |||
Beginning Balance, Shares at Dec. 31, 2020 | 85,990,499 | 5,077,400 | |||||||
Net income (loss) | (65,974) | (65,974) | |||||||
Currency translation adjustments | 106 | 106 | |||||||
Fair value adjustments of cash flow hedge, net of tax | (432) | (432) | |||||||
Stock-based compensation expense | 16,913 | 16,913 | |||||||
Issuance of common stock upon exercise of stock options | $ 904 | 904 | |||||||
Issuance of common stock upon exercise of stock options, shares | 354,942 | 354,942 | |||||||
Issuance of common stock upon vesting of restricted stock units and restricted stock awards, Shares | 731,640 | ||||||||
Tax withholding related to vesting of restricted stock units | $ (3,509) | (3,509) | |||||||
Issuance of common stock in connection with employee stock purchase plan | 371 | 371 | |||||||
Issuance of common stock in connection with employee stock purchase plan, Shares | 34,329 | ||||||||
Settlement of convertible notes | 154,441 | $ 2 | 154,439 | ||||||
Settlement of convertible notes shares | 24,353,006 | ||||||||
Settlement of prepaid forward shares [value] | 29,946 | $ (29,946) | |||||||
Settlement of prepaid forward shares [shares] | (1,538,049) | 1,538,049 | |||||||
Ending Balance at Sep. 30, 2021 | (560,237) | (21,943) | $ 11 | 1,240,231 | $ (47,423) | (1,339) | (1,670,337) | 25,480 | $ (128,803) |
Ending Balance, Shares at Sep. 30, 2021 | 109,926,367 | 6,615,449 | |||||||
Beginning Balance at Jun. 30, 2021 | (577,282) | $ 11 | 1,234,111 | (1,305) | (1,681,296) | $ (128,803) | |||
Beginning Balance, Shares at Jun. 30, 2021 | 109,695,594 | 6,615,449 | |||||||
Net income (loss) | 10,959 | 10,959 | |||||||
Currency translation adjustments | (32) | (32) | |||||||
Fair value adjustments of cash flow hedge, net of tax | (2) | (2) | |||||||
Stock-based compensation expense | 5,601 | 5,601 | |||||||
Issuance of common stock upon exercise of stock options | 360 | 360 | |||||||
Issuance of common stock upon exercise of stock options, shares | 142,545 | ||||||||
Issuance of common stock upon vesting of restricted stock units and restricted stock awards, Shares | 77,568 | ||||||||
Tax withholding related to vesting of restricted stock units | 35 | 35 | |||||||
Issuance of common stock in connection with employee stock purchase plan | 124 | 124 | |||||||
Issuance of common stock in connection with employee stock purchase plan, Shares | 10,660 | ||||||||
Settlement of convertible notes | 0 | ||||||||
Settlement of prepaid forward shares [value] | 0 | ||||||||
Ending Balance at Sep. 30, 2021 | $ (560,237) | $ (21,943) | $ 11 | $ 1,240,231 | $ (47,423) | $ (1,339) | $ (1,670,337) | $ 25,480 | $ (128,803) |
Ending Balance, Shares at Sep. 30, 2021 | 109,926,367 | 6,615,449 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 1. Basis of Presentation The Business - Gogo Inc. (“Gogo,” the “Company,” “we,” “us,” “our”) is the world’s largest provider of broadband connectivity services for the business aviation market. Our mission is to provide ground-like connectivity to every passenger on every flight around the globe, enabling superior passenger experiences and efficient flight operations. To accomplish our mission, we design, build and operate dedicated air-to-ground (“ATG”) networks, engineer and maintain in-flight systems of proprietary hardware and software, and deliver customizable connectivity and wireless entertainment services and global support capabilities to our aviation partners. Our services include narrowband satellite-based voice and data services through our strategic alliances with satellite providers. On December 1, 2020, we completed the previously announced sale of our Commercial Aviation (“CA”) business to a subsidiary of Intelsat Jackson Holdings S.A. (“Intelsat”) for a purchase price of $ 400 million in cash, subject to certain adjustments (the “Transaction”). At the closing of the Transaction, the parties entered into certain ancillary agreements, including a transition services agreement, an intellectual property license agreement and commercial agreements. These agreements include an ATG network sharing agreement, pursuant to which we provide certain in-flight connectivity services on our current ATG network and, when available, our Gogo 5G network, subject to certain revenue sharing obligations. Under the ATG network sharing agreement, Intelsat will have exclusive access to the ATG network for commercial aviation in North America, subject to minimum revenue guarantees starting at $ 5 million in the first year of the agreement. As a result of the Transaction, the CA business is reported in discontinued operations and all periods presented in this Form 10-Q have been conformed to present the CA business as a discontinued operation. We report the financial results of discontinued operations separately from continuing operations to distinguish the financial impact of disposal transactions from ongoing operations. Discontinued operations reporting occurs only when the disposal of a component or a group of components (i) meets the held-for-sale classification criteria or is disposed of by sale or other than by sale, and (ii) represents a strategic shift that will have a major effect on our operations and financial results. The results of operations and cash flows of a discontinued operation are restated for all comparative periods presented. Unless otherwise noted, discussion in these Notes to Unaudited Condensed Consolidated Financial Statements refers to our continuing operations. Refer to Note 2, “Discontinued Operations” for further information. Basis of Presentation - The accompanying Unaudited Condensed Consolidated Financial Statements and notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conformity with Article 10 of Regulation S-X promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements and should be read in conjunction with our annual audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the Securities and Exchange Commission (“SEC”) on March 11, 2021 (the “2020 10-K”). These Unaudited Condensed Consolidated Financial Statements reflect, in the opinion of management, all material adjustments (which include normal recurring adjustments) necessary to fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented. The results of operations and cash flows for the three- and nine-month periods ended September 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021. We had one class of common stock outstanding as of September 30, 2021 and December 31, 2020 . Use of Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates the significant estimates and bases such estimates on historical experience and various other assumptions believed to be reasonable under the circumstances. However, actual results could differ materially from those estimates. Reclassifications - T o conform to the current-year presentation, certain amounts in our Unaudited Condensed Consolidated Statements of Cash Flows for the nine-month period ended September 30, 2020 have been reclassified. Warranty reserves of $ 0.5 million have been combined in Accrued liabilities. Right-of-use assets and operating lease liabilities of $ 0.9 million have been combined into two captions: $ 0.4 million in Accrued liabilities and $ 0.5 million in Other long-term assets and liabilities. |
Discontinued Operations
Discontinued Operations | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations And Disposal Groups [Abstract] | |
Discontinued Operations | 2. Discontinued Operations As discussed in Note 1, “Basis of Presentation,” on December 1, 2020, we completed the sale of our CA business to Intelsat. As a result of the Transaction, the CA business is reported for all periods as discontinued operations. The following table summarizes the results of discontinued operations which are presented as Net loss from discontinued operations in our Unaudited Condensed Consolidated Statements of Operations (in thousands) : For the Three Months For the Nine Months 2021 2020 2021 2020 Revenue: Service revenue $ — $ 40,498 $ — $ 163,800 Equipment revenue — 3,496 — 35,750 Total revenue — 43,994 — 199,550 Operating expenses: Cost of service revenue — 29,530 — 121,334 Cost of equipment revenue — 5,984 — 31,907 Engineering, design and development — 16,285 — 41,702 Sales and marketing — 5,742 — 14,308 General and administrative 8,871 11,306 13,426 37,138 Impairment of long-lived assets — — — 47,376 Depreciation and amortization — 45,666 — 120,229 Total operating expenses 8,871 114,513 13,426 413,994 Operating loss ( 8,871 ) ( 70,519 ) ( 13,426 ) ( 214,444 ) Total other (income) expense — 315 — 3,565 Loss before income taxes ( 8,871 ) ( 70,834 ) ( 13,426 ) ( 218,009 ) Income tax provision (benefit) ( 100 ) 400 — 393 Net loss from discontinued operations, net of tax $ ( 8,771 ) $ ( 71,234 ) $ ( 13,426 ) $ ( 218,402 ) Gain on sale – Upon the closing of the Transaction on December 1, 2020, we received initial gross proceeds of $ 386.3 million, which reflected the $ 400.0 million purchase price, adjusted for cash, debt, transaction expenses and working capital. The final purchase price remained subject to change due to customary post-closing purchase price adjustment procedures set forth in the purchase and sale agreement between Gogo and Intelsat that were not yet complete. In February 2021, Intelsat delivered a draft closing statement that would reduce the working capital portion of the purchase price computation by $ 9.4 million, which would result in Gogo returning to Intelsat $9.4 million of the initial gross proceeds. Gogo disputed certain items in Intelsat’s draft closing statement and in accordance with the terms of the purchase and sale agreement the parties submitted the disputed items to an independent accounting firm for resolution. As the post-closing purchase price adjustment was not yet finalized and therefore represented a contingent gain, $ 9.4 million was recorded as a deferred gain on sale included within Accrued liabilities as of September 30, 2021 . During December 2020, we recognized within Gain on sale of CA business a pretax gain on sale of $ 38.0 million, computed as the $386.3 million of initial gross proceeds less (i) the potential $ 9.4 million post-closing purchase price adjustment not yet finalized, (ii) the carrying value of the assets and liabilities transferred in the Transaction and (iii) Transaction-related costs. In October 2021, the independent accounting firm engaged to resolve the working capital matter determined the final amount of the working capital adjustments to be $ 7.8 million. In the fourth quarter of 2021, Gogo will pay Intelsat the $7.8 million and recognize an additional Gain on sale of CA business of $ 1.6 million. Stock-based compensation – In August 2020, the Compensation Committee of our Board of Directors (the “Compensation Committee”) approved modifications to the vesting conditions and exercise periods of outstanding equity compensation awards held by certain of our then-current employees who became employees of Intelsat in the Transaction. These modifications became effective upon the consummation of the Transaction. Pursuant to such modifications, the options and restricted stock units (“RSUs”) held by Intelsat employees generally vest on the earlier of (i) the original vesting date or (ii) November 30, 2021; provided that the employee does not voluntarily resign from and is not terminated for cause by Intelsat prior to such date. Certain of these awards vest based on conditions that are not classified as a service, market or performance condition and as a result such awards are classified as a liability. Other than mark-to-market accounting adjustments, a ll costs related to stock-based compensation for our prior employees who became employees of Intelsat in the Transaction were recognized as of December 31, 2020. During the three- and nine-month periods ended September 30, 2021, $ 0.2 million and $ 6.8 million , respectively, was reclassified from Accrued liabilities to Additional paid-in capital as the awards vested during the respective periods. The following is a summary of our stock-based compensation expense by operating expense line contained within the results of discontinued operations (in thousands) : For the Three Months For the Nine Months 2021 2020 2021 2020 Cost of service revenue $ — $ 2,259 $ — $ 3,066 Engineering, design and development — 2,712 — 3,735 Sales and marketing — 2,141 — 2,957 General and administrative 8,862 1,409 12,717 2,319 Total stock-based compensation expense $ 8,862 $ 8,521 $ 12,717 $ 12,077 For additional information on our stock-based compensation plans, see Note 17, “Stock-Based Compensation and 401(k) Plan.” Other Costs Classified to Discontinued Operations – During the three- and nine-month periods ended September 30, 2021, we incurred an immaterial amount and $ 0.7 million , respectively, of additional costs (exclusive of the stock-based compensation expense noted above and income tax benefit) primarily due to employer-paid taxes arising from the exercise of stock options by former employees now employed by Intelsat. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 3. Recent Accounting Pronouncements The Company considers the applicability and impact of all Accounting Standards Updates (ASUs) issued by the Financial Accounting Standards Board (FASB). ASUs not listed below were assessed and determined to be either not applicable or expected to have minimal impact on our Condensed Consolidated Financial Statements. Accounting standards adopted: On January 1, 2021, we adopted ASU 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain convertible instruments by removing the separation models for convertible debt with a cash conversion feature or convertible instruments with a beneficial conversion feature. As a result, convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. Additionally, ASU 2020-06 amends the diluted earnings per share calculation for convertible instruments by requiring the use of the if-converted method. The treasury stock method is no longer available. This standard is effective beginning on January 1, 2022, with early adoption permitted. Adoption of the standard requires using either a modified retrospective or a full retrospective approach. We elected to early adopt ASU 2020-06 using the modified retrospective approach. The cumulative impact of using the modified retrospective approach for the adoption of ASU 2020-06 on our Unaudited Condensed Consolidated Balance Sheets as of January 1, 2021 is summarized below: Balance at Impact of Balances with 2020 ASU 2020-06 ASU 2020-06 Liabilities Long-term debt $ 827,968 $ 21,943 $ 849,911 Equity Additional paid-in capital $ 1,088,590 $ ( 47,423 ) $ 1,041,167 Accumulated deficit $ ( 1,629,843 ) $ 25,480 $ ( 1,604,363 ) On January 1, 2021, we adopted Accounting Standards Update No. 2019-12 – Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes (“ASU 2019-12”). The amendments in ASU 2019-12 eliminate certain exceptions to the incremental approach for intraperiod tax allocation and interim period income tax accounting for year-to-date losses that exceed projected losses. ASU 2019-12 also clarifies and simplifies other aspects of the accounting for income taxes. Adoption of this standard did not have a material impact on our Unaudited Condensed Consolidated Financial Statements. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | 4. Revenue Recognition Remaining performance obligations As of September 30, 2021, the aggregate amount of the transaction price in our contracts allocated to the remaining unsatisfied performance obligations was approximately $ 90 million . The remaining unsatisfied performance obligations primarily represent connectivity and entertainment service revenues which are recognized as services are provided, which is expected to occur through the remaining term of the contract. We have excluded from this amount consideration from contracts that have an original duration of one year or less. Disaggregation of revenue The following table presents our revenue disaggregated by category (in thousands) : For the Three Months For the Nine Months 2021 2020 2021 2020 Service revenue Connectivity $ 65,185 $ 52,607 $ 187,641 $ 153,029 Entertainment and other 1,019 717 2,685 2,054 Total service revenue $ 66,204 $ 53,324 $ 190,326 $ 155,083 Equipment revenue ATG $ 17,554 $ 10,785 $ 42,005 $ 27,285 Satellite 2,249 2,176 8,775 9,068 Other 1,165 240 2,310 648 Total equipment revenue $ 20,968 $ 13,201 $ 53,090 $ 37,001 Customer type Aircraft owner/operator/service provider $ 66,204 $ 53,324 $ 190,326 $ 155,083 OEM and aftermarket dealer 20,968 13,201 53,090 37,001 Total revenue $ 87,172 $ 66,525 $ 243,416 $ 192,084 Contract balances Our current and non-current deferred revenue balances totaled $ 2.3 million and $ 3.1 million as of September 30, 2021 and December 31, 2020, respectively. Deferred revenue includes, among other things, fees paid for equipment and subscription connectivity products. Our current and non-current contract asset balances totaled $ 16.8 million and $ 12.2 million as of September 30, 2021 and December 31, 2020, respectively. Contract assets represent the aggregate amount of revenue recognized in excess of billings primarily for certain sales programs. Major Customers No customer accounted for more than 10 % of revenue during the three- and nine-month periods ended September 30, 2021 and 2020 and no customer accounted for more than 10 % of accounts receivable as of September 30, 2021 or December 31, 2020 . |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 5. Earnings (Loss) Per Share Basic and diluted earnings (loss) per share have been calculated using the weighted average number of common shares outstanding for the period. The shares of common stock effectively repurchased in connection with the Forward Transactions (as defined and described in Note 10, “Long-Term Debt and Other Liabilities”) are considered participating securities requiring the two-class method to calculate basic and diluted earnings per share. Net earnings will be allocated between common shares and participating securities on a one-to-one basis. In periods of a net loss, the shares associated with the Forward Transactions will not receive an allocation of losses, as the counterparties to the Forward Transactions are not required to fund losses. Additionally, the calculation of weighted average shares outstanding as of September 30, 2021 and 2020 excludes approximately 0.6 million and 2.1 million shares, respectively, associated with the Forward Transactions. The diluted earnings (loss) per share calculations exclude the effect of stock options, deferred stock units, restricted stock units and convertible notes when the computation is anti-dilutive. For the three-month period ended September 30, 2021, the weighted average number of shares excluded from the computation was 0.4 million shares. As a result of the net loss for the nine-month period ended September 30, 2021, and the three- and nine-month periods ended September 30, 2020, all of the outstanding shares of common stock underlying stock options, deferred stock units and restricted stock units were excluded from the computation of diluted shares outstanding because they were anti-dilutive. The following table sets forth the computation of basic and diluted earnings per share for the three- and nine-month periods ended September 30, 2021 and 2020; however, for the reasons described above, the shares of common stock associated with the Forward Transactions are excluded from the computation of basic earnings per share ( in thousands, except per share amounts ): For the Three Months Ended September 30, 2021 2020 Income (Numerator) Shares (Denominator) Per Share Amount Income (Numerator) Shares (Denominator) Per Share Amount Net income (loss) from continuing operations $ 19,730 $ ( 8,890 ) Less: Participation rights on Forward Transactions allocated to continuing operations 103 — Basic Earnings (Loss) Per Share from Continuing Operations Undistributed income (loss) from continuing operations $ 19,627 109,345 $ 0.18 $ ( 8,890 ) 82,707 $ ( 0.11 ) Effect of Dilutive Securities from Continuing Operations Stock-based compensation — 6,684 — — 2022 Convertible Notes 1,809 17,131 — — Diluted Earnings (Loss) Per Share from Continuing Operations Undistributed income (loss) from continuing operations and assumed conversions $ 21,436 133,160 $ 0.16 $ ( 8,890 ) 82,707 $ ( 0.11 ) Net loss from discontinued operations $ ( 8,771 ) $ ( 71,234 ) Less: Participation rights on Forward Transactions allocated to discontinued operations ( 46 ) — Basic Earnings (Loss) Per Share from Discontinued Operations Undistributed loss from discontinued operations $ ( 8,725 ) 109,345 $ ( 0.08 ) $ ( 71,234 ) 82,707 $ ( 0.86 ) Effect of Dilutive Securities from Discontinued Operations Stock-based compensation 8,861 6,684 — — 2022 Convertible Notes — 17,131 — — Diluted Earnings (Loss) Per Share from Discontinued Operations Undistributed loss from discontinued operations and assumed conversions $ 136 133,160 $ — $ ( 71,234 ) 82,707 $ ( 0.86 ) Earnings (loss) per share - basic $ 0.10 $ ( 0.97 ) Earnings (loss) per share - diluted $ 0.16 $ ( 0.97 ) For the Nine Months Ended September 30, 2021 2020 Income (Numerator) Shares (Denominator) Per Share Amount Income (Numerator) Shares (Denominator) Per Share Amount Net loss from continuing operations $ ( 52,548 ) $ ( 32,479 ) Less: Participation rights on Forward Transactions allocated to continuing operations — — Basic Loss Per Share from Continuing Operations Undistributed loss from continuing operations $ ( 52,548 ) 101,189 $ ( 0.52 ) $ ( 32,479 ) 81,892 $ ( 0.40 ) Effect of Dilutive Securities from Continuing Operations Stock-based compensation — — — — 2022 Convertible Notes — — — — Diluted Loss Per Share from Continuing Operations Undistributed loss from continuing operations and assumed conversions $ ( 52,548 ) 101,189 $ ( 0.52 ) $ ( 32,479 ) 81,892 $ ( 0.40 ) Net loss from discontinued operations $ ( 13,426 ) $ ( 218,402 ) Less: Participation rights on Forward Transactions allocated to discontinued operations — — Basic Loss Per Share from Discontinued Operations Undistributed loss from discontinued operations $ ( 13,426 ) 101,189 $ ( 0.13 ) $ ( 218,402 ) 81,892 $ ( 2.67 ) Effect of Dilutive Securities from Discontinued Operations Stock-based compensation — — — — 2022 Convertible Notes — — — — Diluted Loss Per Share from Discontinued Operations Undistributed loss from discontinued operations and assumed conversions $ ( 13,426 ) 101,189 $ ( 0.13 ) $ ( 218,402 ) 81,892 $ ( 2.67 ) Loss per share - basic $ ( 0.65 ) $ ( 3.07 ) Loss per share - diluted $ ( 0.65 ) $ ( 3.07 ) |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | 6. Inventories Inventories consist primarily of telecommunications systems and parts and are recorded at the lower of average cost or market price. We evaluate the need for write-downs associated with obsolete, slow-moving and nonsalable inventory by reviewing net realizable inventory values on a periodic basis. Inventories as of September 30, 2021 and December 31, 2020 were as follows ( in thousands ): September 30, December 31, 2021 2020 Work-in-process component parts $ 19,430 $ 15,405 Finished goods 10,534 12,709 Total inventory $ 29,964 $ 28,114 |
Composition of Certain Balance
Composition of Certain Balance Sheet Accounts | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Composition of Certain Balance Sheet Accounts | 7. Composition of Certain Balance Sheet Accounts Prepaid expenses and other current assets as of September 30, 2021 and December 31, 2020 were as follows ( in thousands ): September 30, December 31, 2021 2020 Contract assets $ 3,994 $ 2,417 Prepaid inventories 3,340 124 Insurance receivable (1) 17,300 — Vendor receivable 2,274 — Tenant improvement allowance receivables 1,936 — Other 8,077 6,393 Total prepaid expenses and other current assets $ 36,921 $ 8,934 (1) See Note 14, “Commitments and Contingencies,” for additional information. Property and equipment as of September 30, 2021 and December 31, 2020 were as follows ( in thousands ): September 30, December 31, 2021 2020 Office equipment, furniture, fixtures and other $ 12,007 $ 10,986 Leasehold improvements 12,067 12,012 Network equipment 137,917 139,884 161,991 162,882 Accumulated depreciation ( 103,588 ) ( 99,389 ) Total property and equipment, net $ 58,403 $ 63,493 Other non-current assets as of September 30, 2021 and December 31, 2020 were as follows ( in thousands ): September 30, December 31, 2021 2020 Contract assets, net of allowances of $ 431 and $ 375 , respectively $ 12,831 $ 9,775 Interest rate cap 7,940 — Revolving credit facility deferred financing costs 1,988 — Other 1,998 1,711 Total other non-current assets $ 24,757 $ 11,486 Accrued liabilities as of September 30, 2021 and December 31, 2020 were as follows ( in thousands ): September 30, December 31, 2021 2020 Accrued interest $ 7,801 $ 17,836 Employee compensation and benefits (1) 37,493 35,516 Litigation settlement accrual (2) 17,300 — Operating leases 7,231 8,089 Deferred gain on sale of CA business (3) 9,400 9,400 Warranty reserve 2,400 2,400 Taxes 2,370 2,022 Other 10,821 7,746 Total accrued liabilities $ 94,816 $ 83,009 (1) Includes $ 25.1 million and $ 19.2 million as of September 30, 2021 and December 31, 2020 , respectively, expected to be paid in shares of Gogo common stock upon the vesting of certain equity awards issued to former employees now employed by Intelsat and classified within discontinued operations. (2) See Note 14, “Commitments and Contingencies,” for additional information. (3) Relates to sale of CA business. See Note 2, “Discontinued Operations,” for additional information. Other non-current liabilities as of September 30, 2021 and December 31, 2020 were as follows ( in thousands ): September 30, December 31, 2021 2020 Asset retirement obligations $ 4,749 $ 4,401 Deferred tax liabilities 2,012 2,108 Other 2,618 4,072 Total other non-current liabilities $ 9,379 $ 10,581 |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 8. Intangible Assets Our intangible assets are comprised of both indefinite-lived and finite-lived intangible assets. Intangible assets with indefinite lives are not amortized; rather, they are reviewed for impairment at least annually or whenever events or circumstances indicate the carrying value of the asset may not be recoverable. We perform our annual impairment tests of our indefinite-lived intangible assets during the fourth quarter of each fiscal year, and the results from the test performed in the fourth quarter of 2020 indicated no impairment. We also reevaluate the useful life of indefinite-lived intangible assets each reporting period to determine whether events and circumstances continue to support an indefinite useful life. As of both September 30, 2021 and December 31, 2020, our goodwill balance was $ 0.6 million. Our intangible assets, other than goodwill, as of September 30, 2021 and December 31, 2020 were as follows ( in thousands, except for weighted average remaining useful life ): As of September 30, 2021 As of December 31, 2020 Weighted Gross Accumulated Net Gross Accumulated Net Amortized intangible assets: Software 2.4 $ 51,186 $ ( 37,427 ) $ 13,759 $ 50,029 $ ( 31,739 ) $ 18,290 Other intangible assets 8.0 1,500 — 1,500 1,500 — 1,500 Service customer relationships 8,081 ( 8,081 ) — 8,081 ( 8,081 ) — OEM and dealer relationships 6,724 ( 6,724 ) — 6,724 ( 6,724 ) — Total amortized intangible assets 67,491 ( 52,232 ) 15,259 66,334 ( 46,544 ) 19,790 Unamortized intangible assets: FCC Licenses 32,283 — 32,283 32,283 — 32,283 Total intangible assets $ 99,774 $ ( 52,232 ) $ 47,542 $ 98,617 $ ( 46,544 ) $ 52,073 Amortization expense was $ 1.9 million and $ 5.7 million , respectively, for the three- and nine-month periods ended September 30, 2021 and $ 1.6 million and $ 4.6 million , respectively, for the prior-year periods. Amortization expense for the remainder of 2021, each of the next four years and thereafter is estimated to be as follows ( in thousands ): Amortization Years ending December 31, Expense 2021 (period from October 1 to December 31) $ 1,858 2022 $ 4,657 2023 $ 2,485 2024 $ 992 2025 $ 972 Thereafter $ 4,295 Actual future amortization expense could differ from the estimated amount as a result of future investments and other factors. |
Warranties
Warranties | 9 Months Ended |
Sep. 30, 2021 | |
Guarantees And Product Warranties [Abstract] | |
Warranties | 9. Warranties We provide warranties on parts and labor related to our products. Our warranty terms range from two to five years . Warranty reserves are established for costs that are estimated to be incurred after the sale, delivery and installation of the products under warranty. The warranty reserves are determined based on known product failures, historical experience and other available evidence, and are included in Accrued liabilities in our Unaudited Condensed Consolidated Balance Sheets. Our warranty reserve balance was $ 2.4 million as of both September 30, 2021 and December 31, 2020. |
Long-Term Debt and Other Liabil
Long-Term Debt and Other Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Other Liabilities | 10. Long-Term Debt and Other Liabilities Long-term debt as of September 30, 2021 and December 31, 2020 was as follows ( in thousands ): September 30, December 31, 2021 2020 Term Loan Facility $ 719,753 $ — 2024 Senior Secured Notes — 973,539 2022 Convertible Notes 102,788 215,122 Total debt 822,541 1,188,661 Less deferred financing costs ( 17,299 ) ( 19,693 ) Less current portion of long-term debt ( 109,348 ) ( 341,000 ) Total long-term debt $ 695,894 $ 827,968 2021 Credit Agreement On April 30, 2021, Gogo and Gogo Intermediate Holdings LLC (“GIH”) (a wholly owned subsidiary of Gogo) entered into a credit agreement (the “2021 Credit Agreement”) among Gogo, GIH, the lenders and issuing banks party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent, which provides for (i) a term loan credit facility (the “Term Loan Facility”) in an aggregate principal amount of $ 725 million, issued with a discount of 0.5 %, and (ii) a revolving credit facility (the “Revolving Facility” and together with the Term Loan Facility, the “Facilities”) of up to $ 100 million, which includes a letter of credit sub-facility. The Term Loan Facility amortizes in nominal quarterly installments equal to one percent of the aggregate initial principal amount thereof per annum, with the remaining balance payable upon final maturity of the Term Loan Facility on April 30, 2028 . There are no amortization payments under the Revolving Facility, and all borrowings under the Revolving Facility mature on April 30, 2026 . The Term Loan Facility bears annual interest at a floating rate measured by reference to, at GIH’s option, either (i) an adjusted London inter-bank offered rate (subject to a floor of 0.75 %) plus an applicable margin of 3.75 % or (ii) an alternate base rate plus an applicable margin of 2.75 %. Loans outstanding under the Revolving Facility bear annual interest at a floating rate measured by reference to, at GIH’s option, either (i) an adjusted London inter-bank offered rate (subject to a floor of 0.00 %) plus an applicable margin ranging from 3.25 % to 3.75 % per annum depending on GIH’s senior secured first lien net leverage ratio or (ii) an alternate base rate plus an applicable margin ranging from 2.25 % to 2.75 % per annum depending on GIH’s senior secured first lien net leverage ratio. Additionally, unused commitments under the Revolving Facility are subject to a fee ranging from 0.25 % to 0.50 % per annum depending on GIH’s senior secured first lien net leverage ratio. The Facilities may be prepaid at GIH’s option at any time without premium or penalty (other than customary breakage costs and except during the first six months following the closing of the Facilities during which certain prepayments of the Term Loan Facility are subject to a prepayment premium), subject to minimum principal payment amount requirements. Subject to certain exceptions and de minimis thresholds, the Term Loan Facility is subject to mandatory prepayments in an amount equal to: 100 % of the net cash proceeds of certain asset sales, insurance recovery and condemnation events, subject to reduction to 50 % and 0 % if specified senior secured first lien net leverage ratio targets are met; 100 % of the net cash proceeds of certain debt offerings; and 50 % of annual excess cash flow (as defined in the 2021 Credit Agreement), subject to reduction to 25 % and 0 % if specified senior secured first lien net leverage ratio targets are met. The 2021 Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants include restrictions on, among other things: incurrence of indebtedness or issuance of disqualified equity interests; incurrence or existence of liens; consolidations or mergers; activities of Gogo and any subsidiary holding a license issued by the Federal Communications Commission; investments, loans, advances, guarantees or acquisitions; asset sales; dividends or other distributions on equity; purchase, redemption or retirement of capital stock; payment or redemption of certain junior indebtedness; entry into other agreements that restrict the ability to incur liens securing the Facilities; and amendment of organizational documents; in each case subject to customary exceptions. The Revolving Facility includes a financial covenant set at a maximum senior secured first lien net leverage ratio of 7.50 :1.00, which will apply if the outstanding amount of loans and unreimbursed letter of credit drawings thereunder at the end of any fiscal quarter exceeds 35 % of the aggregate of all commitments thereunder. The 2021 Credit Agreement contains customary events of default, which, if any of them occurred, would permit or require the principal, premium, if any, and interest on all of the then outstanding obligations under the Facilities to be due and payable immediately and the commitments under the Revolving Facility to be terminated. The proceeds of the Term Loan Facility were used, together with cash on hand, (i) to redeem in full and pay the outstanding principal amount of the 2024 Senior Secured Notes (as defined below) together with accrued and unpaid interest and redemption premiums and to pay fees associated with the termination of the ABL Credit Agreement (as defined below and, together with the redemption of the 2024 Senior Secured Notes, the “Refinancing”), and (ii) to pay fees and expenses incurred in connection with the Refinancing and the Facilities (the “Transaction Costs”). The Revolving Facility is available for working capital and general corporate purposes of Gogo and its subsidiaries and was undrawn as of September 30, 2021. As of September 30, 2021, the outstanding principal amount of the Term Loan Facility was $ 723.2 million , the unaccreted debt discount was $ 3.4 million and the net carrying amount was $ 719.8 million . We paid approximately $ 19.7 million of loan origination and financing costs related to the Facilities which are being accounted for as deferred financing costs on our Unaudited Condensed Consolidated Balance Sheets and are amortized over the terms of the Facilities. Total amortization expense was $ 0.7 million and $ 1.1 million, respectively, for the three- and nine-month periods ended September 30, 2021 and is included in interest expense in our Unaudited Condensed Consolidated Statements of Operations. As of September 30, 2021, the balance of unamortized deferred financing costs related to the Facilities was $ 18.6 million . On April 30, 2021, Gogo, GIH, and each direct and indirect wholly-owned U.S. restricted subsidiary of GIH (Gogo and such subsidiaries collectively, the “Guarantors”) entered into a guarantee agreement (the “Guarantee Agreement”) in favor of Morgan Stanley Senior Funding, Inc., as collateral agent (the “Collateral Agent”), whereby GIH and the Guarantors guarantee the obligations under the Facilities and certain other secured obligations as set forth in the Guarantee Agreement, and GIH and the Guarantors entered into a collateral agreement (the “Collateral Agreement”), in favor of the Collateral Agent, whereby GIH and the Guarantors grant a security interest in substantially all of their respective tangible and intangible assets (including the equity interests in each direct material wholly-owned U.S. restricted subsidiary owned by GIH or any Guarantor, and 65% of the equity interests in any non-U.S. subsidiary held directly by GIH or any Guarantor), subject to certain exceptions, to secure the obligations under the Facilities and certain other secured obligations as set forth in the Collateral Agreement. 2022 Convertible Notes On November 21, 2018, Gogo issued $ 215.0 million aggregate principal amount of 6.00 % Convertible Senior Notes due 2022 (the “2022 Convertible Notes”). Gogo granted an option to the initial purchasers to purchase up to an additional $ 32.3 million aggregate principal amount of 2022 Convertible Notes to cover over-allotments, of which $ 22.8 million was subsequently exercised during December 2018, resulting in a total issuance of $ 237.8 million aggregate principal amount of 2022 Convertible Notes. The 2022 Convertible Notes mature on May 15, 2022, unless earlier repurchased or converted into shares of our common stock under certain circumstances described below. Upon conversion, Gogo has the option to settle its obligation through cash, shares of common stock, or a combination of cash and shares of common stock. Gogo pays interest on the 2022 Convertible Notes semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2019. Under the accounting standards applicable at the time of issuance, the $ 237.8 million of proceeds received from the issuance of the 2022 Convertible Notes was initially allocated between long-term debt (the liability component) at $ 188.7 million and additional paid-in capital (the equity component) at $ 49.1 million, within the consolidated balance sheet. The fair value of the liability component was measured using rates determined for similar debt instruments without a conversion feature. The carrying amount of the equity component, representing the conversion option, was determined by deducting the fair value of the liability component from the aggregate face value of the 2022 Convertible Notes. If Gogo or the note holders elect not to settle the 2022 Convertible Notes through conversion, at maturity Gogo must repay the principal amount at face value in cash. Therefore, the liability component will be accreted up to the face value of the 2022 Convertible Notes, which will result in additional non-cash interest expense being recognized in the consolidated statements of operations through the 2022 Convertible Notes maturity date (see Note 12, “Interest Costs,” for additional information). The effective interest rate on the 2022 Convertible Notes, including accretion of the notes to par and debt issuance cost amortization, was approximately 13.6 %. The equity component will not be remeasured as long as it continues to meet the conditions for equity classification. As of December 31, 2020, the outstanding principal amount of the 2022 Convertible Notes was $ 237.8 million, the unaccreted debt discount was $ 22.7 million and the net carrying amount of the liability component was $ 215.1 million . Upon adoption of ASU 2020-06 on January 1, 2021 (see Note 3, “Recent Accounting Pronouncements,” for more information), the 2022 Convertible Notes are accounted for as a single liability. The adoption of this standard resulted in the $ 49.1 million initially recorded to additional paid-in capital being reclassified and recorded as an increase to long-term debt in the Unaudited Condensed Consolidated Balance Sheets. Additionally, the $ 26.5 million of accretion recognized life-to-date was reversed and recorded as a reduction to long-term debt and a reduction to accumulated deficit in the Unaudited Condensed Consolidated Balance Sheets. During January 2021, $ 1.0 million aggregate principal amount of 2022 Convertible Notes were converted by holders and settled through the issuance of 166,666 shares of common stock. On March 17, 2021, Gogo entered into separate, privately negotiated exchange agreements (the “March 2021 Exchange Agreements”) with certain holders of the 2022 Convertible Notes. Pursuant to the March 2021 Exchange Agreements, such holders exchanged a total of $ 28,235,000 aggregate principal amount of 2022 Convertible Notes for 5,121,811 shares of our common stock on March 24, 2021. The negotiated exchange rate under the March 2021 Exchange Agreements was 181.40 shares of common stock per $ 1,000 principal amount of the 2022 Convertible Notes, which resulted in a loss on settlement of $ 4.4 million, which is included in Other (income) expense in our Unaudited Condensed Consolidated Statements of Operations for the nine-month period ended September 30, 2021. On April 1, 2021, Gogo entered into a privately negotiated exchange agreement (the “GTCR Exchange Agreement”) with an affiliate of funds managed by GTCR LLC (“GTCR”). Pursuant to the GTCR Exchange Agreement, GTCR exchanged $ 105,726,000 aggregate principal amount of 2022 Convertible Notes for 19,064,529 shares of our common stock on April 9, 2021. The negotiated exchange rate under the GTCR Exchange Agreement was 180.32 shares of common stock per $ 1,000 principal amount of 2022 Convertible Notes, which resulted in a loss on settlement of $ 14.6 million, which is included in Other (income) expense in our Unaudited Condensed Consolidated Statements of Operations for the nine-month period ended September 30, 2021. As of September 30, 2021, the outstanding principal amount of the 2022 Convertible Notes was $ 102.8 million and was classified as Current portion of long-term debt in the Unaudited Condensed Consolidated Balance Sheets. We incurred approximately $ 8.1 million of issuance costs related to the 2022 Convertible Notes, of which $ 6.4 million and $ 1.7 million were recorded to deferred financing costs and additional paid-in capital, respectively, in proportion to the allocation of the proceeds of the 2022 Convertible Notes. However, upon adoption of ASU 2020-06 on January 1, 2021, the $ 1.7 million that was initially recorded to additional paid-in capital was reclassified and recorded as deferred financing costs, with catch-up amortization of $ 1.0 million recorded to accumulated deficit in the Unaudited Condensed Consolidated Balance Sheets. The deferred financing costs are being amortized over the term of the 2022 Convertible Notes using the effective interest method. Total amortization expense was $ 0.3 million and $ 1.1 million , respectively, for the three- and nine-month periods ended September 30, 2021, and $ 0.5 million and $ 1.3 million , respectively, for the prior-year periods. Amortization expense is included in interest expense in the Unaudited Condensed Consolidated Statements of Operations. As of September 30, 2021 and December 31, 2020, the balance of unamortized deferred financing costs related to the 2022 Convertible Notes was $ 0.7 million and $ 2.7 million , respectively, and is included as a reduction to the carrying amount of the debt in our Unaudited Condensed Consolidated Balance Sheets. See Note 12, “Interest Costs,” for additional information. The 2022 Convertible Notes had an initial conversion rate of 166.6667 shares of common stock per $ 1,000 principal amount of 2022 Convertible Notes, which is equivalent to an initial conversion price of approximately $ 6.00 per share of our common stock. Upon conversion, Gogo currently expects to settle in shares for the amount of the 2022 Convertible Notes then outstanding. Gogo may elect to deliver cash in lieu of all or a portion of such shares, and borrowings under the Revolving Facility are permitted to be used for this purpose. The shares of common stock subject to conversion are considered in the diluted earnings per share calculations under the if-converted method. Holders may convert the 2022 Convertible Notes, at their option, in multiples of $ 1,000 principal amount at any time prior to January 15, 2022, but only in the following circumstances: during any fiscal quarter beginning after the fiscal quarter ended December 31, 2018, if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the last 30 consecutive trading days of the immediately preceding fiscal quarter is greater than or equal to 130 % of the conversion price of the 2022 Convertible Notes on each applicable trading day (the “Stock Price Condition”); during the five -business day period following any five consecutive trading day period in which the trading price for the 2022 Convertible Notes is less than 98 % of the product of the last reported sale price of our common stock and the conversion rate for the 2022 Convertible Notes on each such trading day (the “Notes Price Condition”); or upon the occurrence of specified corporate events. The Stock Price Condition was triggered for the periods from October 1, 2020 through December 31, 2020, January 1, 2021 through March 31, 2021, April 1, 2021 through June 30, 2021 and July 1, 2021 through September 30, 2021. Regardless of whether any of the foregoing circumstances occurs, a holder may convert its 2022 Convertible Notes, in multiples of $1,000 principal amount, at any time on or after January 15, 2022 until the second scheduled trading day immediately preceding May 15, 2022. In addition, if Gogo undergoes a fundamental change (as defined in the indenture governing the 2022 Convertible Notes), holders may, subject to certain conditions, require us to repurchase their 2022 Convertible Notes for cash at a price equal to 100 % of the principal amount of the 2022 Convertible Notes to be purchased, plus any accrued and unpaid interest. In addition, following a make-whole fundamental change, Gogo will increase the conversion rate in certain circumstances for a holder who elects to convert its 2022 Convertible Notes in connection with such make-whole fundamental change. Forward Transactions In connection with our issuance of 3.75 % Convertible Senior Notes due 2020 (the “2020 Convertible Notes”), we paid approximately $ 140 million to enter into prepaid forward stock repurchase transactions (the “Forward Transactions”) with certain financial institutions (the “Forward Counterparties”), pursuant to which we purchased approximately 7.2 million shares of common stock for settlement on or around the March 1, 2020 maturity date for the 2020 Convertible Notes, subject to the ability of each Forward Counterparty to elect to settle all or a portion of its Forward Transactions early. On December 11, 2019, we entered into an amendment to one of the Forward Transactions (the “Amended and Restated Forward Transaction”) to extend the expected settlement date with respect to approximately 2.1 million shares of common stock held by one of the Forward Counterparties, JPMorgan Chase Bank, National Association (the “2022 Forward Counterparty”), to correspond with the May 15, 2022 maturity date for the 2022 Convertible Notes. In the future, we may request that the 2022 Forward Counterparty modify the settlement terms of the Amended and Restated Forward Transaction to provide that, in lieu of the delivery of the applicable number of shares of our common stock to us to settle a portion of the Amended and Restated Forward Transaction in accordance with its terms, the 2022 Forward Counterparty would pay to us the net proceeds from the sale by the 2022 Forward Counterparty (or its affiliate) of a corresponding number of shares of our common stock in a registered offering (which may include block sales, sales on the NASDAQ Global Select Market, sales in the over-the-counter market, sales pursuant to negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices). Any such sales could potentially decrease (or reduce the size of any increase in) the market price of our common stock. The 2022 Forward Counterparty is not required to effect any such settlement in cash in lieu of delivery of shares of our common stock and, if we request that the 2022 Forward Counterparty effect any such settlement, it will be entered into in the discretion of the 2022 Forward Counterparty on such terms as may be mutually agreed upon at the time. As a result of the Forward Transactions, total shareholders’ equity within our consolidated balance sheet was reduced by approximately $ 140 million. In March 2020, approximately 5.1 million shares of common stock were delivered to us in connection with the Forward Transactions. In April 2021, approximately 1.5 million shares of common stock were delivered to us in connection with the Amended and Restated Forward Transaction. The approximately 0.6 million shares of common stock remaining under the Amended and Restated Forward Transaction are treated as retired shares for basic and diluted EPS purposes although they remain legally outstanding. 2024 Senior Secured Notes On April 25, 2019, GIH and Gogo Finance Co. Inc. (a wholly owned subsidiary of GIH) (“Gogo Finance” and, together with GIH, the “Issuers”) issued $ 905 million aggregate principal amount of 9.875 % senior secured notes due 2024 (the “2024 Senior Secured Notes”), at a price equal to 99.512 % of their face value, under an indenture (as supplemented, the “Indenture”), dated as of April 25, 2019, among the Issuers, Gogo, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee. The Issuers issued an additional $ 20 million of 2024 Senior Secured Notes on May 7, 2019, which were issued at a price equal to 100.5 % of their face value, and $ 50 million of 2024 Senior Secured Notes on November 13, 2020, which were issued at a price equal to 103.5 % of their face value. The 2024 Senior Secured Notes were guaranteed on a senior secured basis by Gogo and all of GIH’s existing and future restricted subsidiaries (other than Gogo Finance), subject to certain exceptions. The 2024 Senior Secured Notes and the related guarantees were secured by certain liens on the Company’s collateral, which were released upon the closing of the Transaction. We paid approximately $ 22.6 million of origination fees and financing costs related to the issuance of the 2024 Senior Secured Notes, which were accounted for as deferred financing costs on our Unaudited Condensed Consolidated Balance Sheets and were being amortized over the contractual term of the 2024 Senior Secured Notes using the effective interest method. Total amortization expense was $ 1.4 million for the nine-month period ended September 30, 2021, and $ 0.9 million and $ 2.7 million , respectively, for the three- and nine-month periods ended September 30, 2020. Amortization expense is included in interest expense in the Unaudited Condensed Consolidated Statements of Operations. As of December 31, 2020 , the balance of unamortized deferred financing costs related to the 2024 Senior Secured Notes was $ 16.6 million. The remaining unamortized deferred financing costs were written off as of May 1, 2021. The 2024 Senior Secured Notes were redeemed on May 1, 2021 (the “Redemption Date”) at a redemption price equal to 104.938 % of the principal amount of the 2024 Senior Secured Notes redeemed, plus accrued and unpaid interest to (but not including) the Redemption Date. The make-whole premium paid in connection with the redemption was $ 48.1 million and we wrote off the remaining unamortized deferred financing costs of $ 15.2 million and the remaining debt discount of $ 1.3 million, which together are included in Loss on extinguishment of debt and settlement of convertible notes in our Unaudited Condensed Consolidated Statements of Operations for the nine-month period ended September 30, 2021. ABL Credit Facility On August 26, 2019, Gogo, GIH and Gogo Finance entered into a credit agreement (the “ABL Credit Agreement”) with the other loan parties thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Morgan Stanley Senior Funding, Inc., as syndication agent, which provided for an asset-based revolving credit facility (the “ABL Credit Facility”) of up to $ 30 million, subject to borrowing base availability, and included letter of credit and swingline sub-facilities. The obligations under the ABL Credit Agreement were guaranteed by Gogo and all of its existing and future subsidiaries, subject to certain exceptions and secured by certain collateral of the Company. On April 30, 2021, the ABL Credit Agreement and all commitments thereunder were terminated. As a result of the termination, the remaining unamortized deferred financing costs of $ 0.3 million were written off as of May 1, 2021 and included in Loss on extinguishment of debt and settlement of convertible notes in our Unaudited Condensed Consolidated Statements of Operations for the nine-month period ended September 30, 2021 . |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | 11. Derivative Instruments and Hedging Activities We are exposed to interest rate risk on our variable rate borrowings. We currently use interest rate caps to manage our exposure to interest rate changes, and have designated these interest rate caps as cash flow hedges for accounting purposes. Accordingly, the earnings impact of the derivatives designated as cash flow hedges is recorded upon the recognition of the variable interest payments related to the hedged debt. In May 2021, we purchased interest rate caps with an aggregate notional amount of $ 650 million for $ 8.6 million. We receive payments in the amount calculated pursuant to the caps for any period in which the three-month USD LIBOR rate increases beyond the applicable strike rate. The notional amounts of the interest rate caps periodically decrease over the life of the caps. The notional amounts, strike rates and end dates of the cap agreements are as follows (notional amounts in thousands) : Start Date End Date Notional Strike Rate 7/31/2021 7/31/2023 $ 650,000 0.75 % 7/31/2023 7/31/2024 525,000 0.75 % 7/31/2024 7/31/2025 350,000 1.25 % 7/31/2025 7/31/2026 250,000 2.25 % 7/31/2026 7/31/2027 200,000 2.75 % We record the effective portion of changes in the fair value of our cash flow hedges to other comprehensive income (loss), net of tax, and subsequently reclassify these amounts into earnings in the period during which the hedged transaction is recognized. The amounts included in accumulated other comprehensive income will be reclassified to interest expense in the event the hedges are no longer considered effective, in accordance with ASC 815, Derivatives and Hedging . No gains or losses of our cash flow hedges were considered to be ineffective and reclassified from other comprehensive income (loss) to earnings for the three- and nine-month periods ended September 30, 2021. We estimate that approximately $ 114 thousand currently recorded in accumulated other comprehensive income (loss) will be recognized in earnings over the next 12 months. We assess the effectiveness of the hedge on an ongoing basis. Cash flows from interest rate caps are classified in the Unaudited Condensed Consolidated Statement of Cash Flows as investing activities from continuing operations. For the three-month period ended September 30, 2021, the unrealized loss on the interest rate caps was not material. For the nine-month period ended September 30, 2021, we recorded an unrealized loss on the interest rate caps of $ 0.4 million, net of tax of $ 0.1 million . The cost of the interest rate caps will be amortized to interest expense over the life using the caplet method, from the effective date through termination date. When derivatives are used, we are exposed to credit loss in the event of non-performance by the counterparties; however, non-performance is not anticipated. ASC 815, Derivatives and Hedging , requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the balance sheet. The fair values of the interest rate derivatives are based on quoted market prices for similar instruments from commercial banks (based on significant observable inputs - Level 2 inputs). The following table presents the fair value of our interest rate derivatives included in the unaudited condensed consolidated balance sheets for the periods presented (in thousands): September 30, December 31, Derivatives designated as hedging instruments Balance sheet location 2021 2020 Current portion of interest rate caps Prepaid expenses and other current assets $ 114 $ — Non-current portion of interest rate caps Other non-current assets $ 7,940 $ — Fair Value Measurement Our derivative assets and liabilities consist principally of interest rate caps, which are carried at fair value based on significant observable inputs (Level 2 inputs). Derivatives entered into by us are typically executed over-the-counter and are valued using discounted cash flows along with fair value models that primarily use market observable inputs. These models take into account a variety of factors including, where applicable, maturity, interest rate yield curves, and counterparty credit risks. |
Interest Costs
Interest Costs | 9 Months Ended |
Sep. 30, 2021 | |
Text Block [Abstract] | |
Interest Costs | 12. Interest Costs We capitalize a portion of our interest on funds borrowed during the active construction period of major capital projects. Capitalized interest is added to the cost of the underlying assets and amortized over the useful lives of the assets. The following is a summary of our interest costs for the three- and nine-month periods ended September 30, 2021 and 2020 (in thousands) : For the Three Months For the Nine Months 2021 2020 2021 2020 Interest costs charged to expense $ 9,891 $ 26,164 $ 52,556 $ 78,928 Amortization of deferred financing costs 937 1,484 3,718 4,355 Amortization of interest rate cap premium — — — — Accretion of debt discount 115 3,551 303 10,312 Interest expense 10,943 31,199 56,577 93,595 Interest costs capitalized to software 61 381 240 565 Total interest costs $ 11,004 $ 31,580 $ 56,817 $ 94,160 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | 13. Leases Operating and Financing Leases — We determine whether a contract contains a lease at contract inception. For leases subsequent to adoption of ASC 842, lease liabilities are calculated using a discount rate based on our incremental borrowing rate at lease commencement. We have operating lease agreements for certain facilities and equipment as well as tower space and base stations. Certain facility and tower space leases have renewal option terms that have been deemed to be reasonably certain to be exercised. These renewal options extend a lease up to 15 years . We recognize operating lease expense on a straight-line basis over the lease term. As of September 30, 2021, there were no significant leases which have not commenced. The following is a summary of our lease expense included in the Unaudited Condensed Consolidated Statements of Operations (in thousands) : For the Three For the Three Operating lease cost $ 3,520 $ 2,864 Financing lease cost: Amortization of leased assets 3 38 Interest on lease liabilities 12 31 Total lease cost $ 3,535 $ 2,933 For the Nine Months Ended September 30, 2021 For the Nine Months Ended September 30, 2020 Operating lease cost $ 9,684 $ 8,657 Financing lease cost: Amortization of leased assets 8 219 Interest on lease liabilities 40 80 Total lease cost $ 9,732 $ 8,956 Other information regarding our leases is as follows (in thousands, except lease terms and discount rates) : For the Nine Months Ended September 30, 2021 For the Nine Months Ended September 30, 2020 Supplemental cash flow information Cash paid for amounts included in measurement of lease liabilities: Operating cash flows used in operating leases $ 10,391 $ 9,331 Operating cash flows used in financing leases $ 40 $ 80 Financing cash flows used in financing leases $ 154 $ 513 Non-cash items: Operating leases obtained $ 43,148 $ 2,660 Financing leases obtained $ — $ 428 Weighted average remaining lease term Operating leases 9 years 7 years Financing leases 2 years 2 years Weighted average discount rate Operating leases 7.0 % 10.4 % Financing leases 16.5 % 11.1 % Annual future minimum lease payments as of September 30, 2021 (in thousands) : Years ending December 31, Operating Financing 2021 (period from October 1 to December 31) $ 2,389 $ 139 2022 13,513 495 2023 12,239 289 2024 11,645 — 2025 11,079 — Thereafter 64,230 — Total future minimum lease payments 115,095 923 Less: Amount representing interest ( 30,090 ) ( 43 ) Present value of net minimum lease payments $ 85,005 $ 880 Reported as of September 30, 2021 Accrued liabilities $ 7,231 $ 376 Non-current operating lease liabilities 77,774 — Other non-current liabilities — 504 Total lease liabilities $ 85,005 $ 880 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Contractual Commitments - We have agreements with various vendors under which we have remaining commitments to purchase hardware components and development services. Such commitments will become payable as we receive the hardware components, or as development services are provided. Indemnifications and Guarantees - In accordance with Delaware law, we indemnify our officers and directors for certain events or occurrences while the officer or director is, or was, serving at our request in such capacity. The maximum potential amount of future payments we could be required to make under this indemnification is uncertain and may be unlimited, depending upon circumstances. However, our Directors’ and Officers’ insurance does provide coverage for certain of these losses. In the ordinary course of business, we may occasionally enter into agreements pursuant to which we may be obligated to pay for the failure of the performance of others, such as the use of corporate credit cards issued to employees. Based on historical experience, we believe that the risk of sustaining any material loss related to such guarantees is remote. We have entered into a number of agreements pursuant to which we indemnify the other party for losses and expenses suffered or incurred in connection with any patent, copyright, or trademark infringement or misappropriation claim asserted by a third party with respect to our equipment or services. The maximum potential amount of future payments we could be required to make under these indemnification agreements is uncertain and is typically not limited by the terms of the agreements. Linksmart Litigation - On April 20, 2018 , Linksmart Wireless Technology, LLC filed suit against Gogo Inc., Gogo LLC, our former subsidiary and the entity that operated our CA business (“Gogo LLC”), and eight CA airline partners in the U.S. District Court for the Central District of California alleging that CA’s redirection server and login portal infringe a patent owned by the plaintiff. The suits seek an unspecified amount of damages. Intelsat is required under its contracts with these airlines, which it assumed in the Transaction, to indemnify them for defense costs and any liabilities resulting from the suit. The Court has stayed the suits against the airline customers pending resolution of the suit against Gogo. Linksmart has also filed suit against other defendants asserting the same patent. Following the filing by one of those defendants of a petition to commence an inter partes review against the asserted patent in the U.S. Patent and Trademark Office, the Court stayed the litigation against such other defendant, Gogo Inc. and Gogo LLC, but such stay was lifted in July 2019 when the U.S. Patent and Trademark Office determined that the petitioner had not met the standard of proof required to commence the inter partes review. Since the stay was lifted, discovery has been completed and motion practice has continued. A final pre-trial conference will be held in the fourth quarter of 2021. We believe that the plaintiff’s claims are without merit and intend to continue to defend our position vigorously. The outcome of this litigation is inherently uncertain. No amounts have been accrued for any potential losses under this matter, as we cannot reasonably predict the outcome of the litigation or any potential losses. Securities Litigation - On June 27, 2018 , a purported stockholder of the Company filed a putative class action lawsuit in the United States District Court for the Northern District of Illinois, Eastern Division styled Pierrelouis v. Gogo Inc., naming the Company, its former Chief Executive Officer and Chief Financial Officer, its current Chief Financial Officer and its then-current President, Commercial Aviation as defendants purportedly on behalf of all purchasers of our securities from February 27, 2017 through May 4, 2018. The complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, alleging misrepresentations or omissions by us purporting to relate to the reliability of and installation and remediation costs associated with CA’s 2Ku antenna. The plaintiffs seek to recover from us and the individual defendants an unspecified amount of damages. In December 2018 the plaintiffs filed an amended complaint and in February 2019, we filed a motion to dismiss such amended complaint. In October 2019 the judge granted the motion to dismiss on two independent grounds, finding that plaintiffs failed to plausibly allege that defendants made materially false or misleading statements and that plaintiffs failed to plead with particularity that defendants acted with scienter. The amended complaint was dismissed without prejudice, and in December 2019, defendants filed a second amended complaint. In July 2020, plaintiffs filed a motion requesting leave to file a proposed third amended complaint, which was granted by the Court. Plaintiffs proceeded to file the third amended complaint in July 2020 and we filed a motion to dismiss in September 2020. In April 2021, the Court denied our motion to dismiss, and the defendants filed their answer and affirmative defenses to the third amended complaint in June 2021. The parties engaged in mediation and reached a tentative resolution that includes a cash payment of $ 17.3 million (funded by our D&O insurance carriers) in exchange for a dismissal with prejudice of the class claims and full releases. As a result of this development, the Company has accrued a $ 17.3 million liability within Accrued liabilities and a corresponding insurance receivable in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets as of September 30, 2021. This resolution is subject to execution by the parties of a definitive settlement agreement and final approval by the court. While the Company will in good faith negotiate the terms of the definitive settlement agreement and seek court approval, there can be no assurance that these efforts will result in a settlement or, if they do, as to the timing of such settlement. We believ e that the claims are without merit and will continue to defend them vigorously should the parties’ settlement efforts be unsuccessful. Derivative Litigation - On September 25, 2018 and September 26, 2018 , two purported stockholders of the Company filed substantively identical derivative lawsuits in the United States District Court for the Northern District of Illinois, Eastern Division, styled Nanduri v. Gogo Inc. and Hutsenpiller v. Gogo Inc., respectively. Both lawsuits were purportedly brought derivatively on behalf of us and name us as a nominal defendant and name as defendants each member of the Company’s Board of Directors, its former Chief Executive Officer and Chief Financial Officer and its current Chief Executive Officer, Chief Financial Officer and President, Commercial Aviation. The complaints assert claims under Section 14(a) of the Securities Exchange Act of 1934, breach of fiduciary duty, unjust enrichment, and waste of corporate assets, and allege misrepresentations or omissions by us purporting to relate to the 2Ku antenna’s reliability and installation and remediation costs, as well as allegedly excessive bonuses, stock options, and other compensation paid to current Officers and Directors and excessive severance paid to former Officers. The plaintiffs seek to recover, on our behalf, an unspecified amount of damages from the individual defendants. The two lawsuits were consolidated and were stayed pending a final disposition of the motion to dismiss in the class action suit. Since, as discussed above, the court in the class action suit denied the motion to dismiss, the stay has been lifted and the litigation has resumed. In addition, a purported stockholder has sent a letter to the Company’s Board of Directors, dated June 21, 2021, demanding based on substantially the same allegations, that the Company sue certain current and former Officers for, inter alia , breach of fiduciary duty. We believe that the claims are without merit and intend to defend them vigorously. No amounts have been accrued for any potential costs under these matters, as we cannot reasonably predict the outcome or the potential costs. We have filed a claim under our Directors’ and Officers’ insurance policy with respect to these suits and the demand from the purported stockholder. We expect any material financial exposure for these matters to be borne by our insurance carriers, although they have reserved their rights under the policies. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | 15. Fair Value of Financial Assets and Liabilities A three-tier fair value hierarchy has been established which prioritizes the inputs used in measuring fair value. These tiers include: Level 1 - defined as observable inputs such as quoted prices for identical assets or liabilities in active markets; Level 2 - defined as observable inputs other than Level 1 inputs such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 - defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Refer to Note 11 “Derivative Instruments and Hedging Activities,” for fair value information relating to our interest rate caps. Long-Term Debt: As of September 30, 2021 and December 31, 2020, our financial assets and liabilities that are disclosed but not measured at fair value include the Term Loan Facility, the 2022 Convertible Notes, and, while outstanding, the 2024 Senior Secured Notes, which are reflected on the consolidated balance sheets at cost. The fair value measurements are classified as Level 2 within the fair value hierarchy since they are based on quoted market prices of our instruments in markets that are not active. We estimated the fair value of the Term Loan Facility, the 2022 Convertible Notes, and, while outstanding, the 2024 Senior Secured Notes by calculating the upfront cash payment a market participant would require to assume these obligations. The upfront cash payments used in the calcula tions of fair value on our September 30, 2021 Unaudited Condensed Consolidated Balance Sheets, excluding any issuance costs, are the amount that a market participant would be willing to lend at September 30, 2021 to an entity with a credit rating similar to ours and that would allow such an entity to achieve sufficient cash inflows to cover the scheduled cash outflows under the Term Loan Facility and the 2022 Convertible Notes. The calculated fair value of each of the 2022 Convertible Notes is correlated to our stock price and as a result, significant changes to our stock price could have a significant impact on the calculated fair values. The fair value and carrying value of long-term debt as of September 30, 2021 and December 31, 2020 were as follows (in thousands) : September 30, 2021 December 31, 2020 Fair Value (1) Carrying Fair Value (1) Carrying Term Loan Facility $ 728,000 $ 719,753 (2) $ — $ — 2022 Convertible Notes $ 302,000 $ 102,788 $ 404,000 $ 215,122 (3) 2024 Senior Secured Notes $ — $ — $ 1,045,000 $ 973,539 (4) (1) Fair value amounts are rounded to the nearest million. (2) Carrying value of the Term Loan Facility reflects the unaccreted debt discount of $ 3.4 million as of September 30, 2021 . See Note 10, “Long-Term Debt and Other Liabilities,” for further information. (3) Carrying value of the 2022 Convertible Notes reflects the unaccreted debt discount of $ 22.6 million as of December 31, 2020 . See Note 10, “Long-Term Debt and Other Liabilities,” for further information. (4) Carrying value of the 2024 Senior Secured Notes reflects the unaccreted debt discount of $ 1.5 million as of December 31, 2020 . See Note 10, “Long-Term Debt and Other Liabilities,” for further information. |
Income Tax
Income Tax | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 16. Income Tax The effective income tax rates for continuing operations for the three- and nine-month periods ended September 30, 2021 were 0.7 % and ( 0.9 )%, respectively, compared to 0.7 % and ( 0.7 )%, respectively, for the prior-year periods. For the three- and nine-month periods ended September 30, 2021 and 2020, our income tax expense (benefit) was not significant, primarily due to the full valuation allowance against our deferred income tax assets. We regularly assess the need for a valuation allowance related to our deferred income tax assets to determine, based on the weight of the available positive and negative evidence, whether it is more likely than not that some or all of such deferred assets will not be realized. In our assessments, the Company considers recent financial operating results, the scheduled expiration of our net operating losses, future taxable income, the reversal of existing taxable differences, and tax planning strategies. We will continue to assess whether we need to maintain all, or part, of the valuation allowance on our deferred income tax assets. A reversal of the valuation allowance may occur within the next twelve months. We are subject to income taxation in the United States and Canada. With few exceptions, as of September 30, 2021, we are no longer subject to U.S. federal, state, local or foreign examinations by tax authorities for years before 2017. We record penalties and interest relating to uncertain tax positions in the income tax provision line item in the Unaudited Condensed Consolidated Statements of Operations. No penalties or interest related to uncertain tax positions were recorded for the three- and nine-month periods ended September 30, 2021 and 2020. As of September 30, 2021 and December 31, 2020 , we did no t have a liability recorded for interest or potential penalties. Presently, we do no t require a reserve for unrecognized tax benefits, nor do we foresee any change to that position during the next 12 months. |
Stock-Based Compensation and 40
Stock-Based Compensation and 401(k) Plan | 9 Months Ended |
Sep. 30, 2021 | |
Text Block [Abstract] | |
Stock-Based Compensation and 401(k) Plan | 17. Stock-Based Compensation and 401(k) Plan Stock-Based Compensation — As of September 30, 2021, we maintained three stock-based incentive compensation plans (“Stock Plans”), as well as an Employee Stock Purchase Plan (“ESPP”). See Note 14, “Stock-Based Compensation,” in our 2020 10-K for further information regarding these plans. The majority of our equity grants are awarded on an annual basis. For the nine-month period ended September 30, 2021, options to purchase 26,726 shares of common stock were granted, options to purchase 354,942 shares of common stock were exercised, 9,147 options to purchase shares of common stock were forfeited and no options to purchase shares of common stock expired. The fair value of the options granted during the nine-month period ended September 30, 2021 was approximatel y $ 0.2 million, which will be recognized over a period of one year . For the nine-month period ended September 30, 2021 , 2,538,584 RSUs were granted, 992,781 RSUs vested and 222,627 RSUs were forfeited. The fair value of the RSUs granted during the nine-month period ended September 30, 2021 was approximately $ 24.9 million , which will be recognized over a period of four years . For the nine-month period ended September 30, 2021 , 89,732 deferred stock units were granted and 146,128 vested. The fair value of the deferred stock units granted during the nine-month period ended September 30, 2021 was approximately $ 1.1 million , which will be recognized over a period of one year . For the nine-month period ended September 30, 2021 , 34,329 shares of common stock were issued under the ESPP. The following is a summary of our stock-based compensation expense by operating expense line in the Unaudited Condensed Consolidated Statements of Operations, excluding stock-based compensation expense for discontinued operations (in thousands) : For the Three Months For the Nine Months 2021 2020 2021 2020 Cost of service revenue $ 145 $ 179 300 239 Cost of equipment revenue 141 203 336 338 Engineering, design and development 379 584 866 902 Sales and marketing 601 413 1,137 938 General and administrative 4,137 3,301 7,505 5,866 Total stock-based compensation expense $ 5,403 $ 4,680 $ 10,144 $ 8,283 401(k) Plan — Under our 401(k) plan, all employees who are eligible to participate are entitled to make tax-deferred contributions, subject to Internal Revenue Service limitations. We match 100 % of the employee’s first 4 % of contributions made, subject to annual limitations. Our matching contributions were $ 0.4 million and $ 1.3 million, respectively, during the three- and nine-month periods ended September 30, 2021 and $ 0.3 million and $ 0.9 million , respectively, for the prior-year periods. |
Research and Development Costs
Research and Development Costs | 9 Months Ended |
Sep. 30, 2021 | |
Research And Development [Abstract] | |
Research and Development Costs | 18. Research and Development Costs Expenditures for research and development are charged to expense as incurred and totaled $ 6.0 million and $ 18.0 million , respectively, during the three- and nine-month periods ended September 30, 2021 and $ 4.5 million and $ 17.4 million , respectively, for the prior-year periods. Research and development costs are reported as engineering, design and development expenses in our Unaudited Condensed Consolidated Statements of Operations. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2021 | |
A O C I Attributable To Parent [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 19. Accumulated Other Comprehensive Income (Loss) The following is a summary of changes in accumulated other comprehensive income (loss) by component (in thousands): Change in Currency Fair Value of Translation Cash Flow Adjustment Hedge Total Balance at January 1, 2021 $ ( 1,013 ) $ — $ ( 1,013 ) Other comprehensive income (loss) before reclassifications 106 ( 432 ) ( 326 ) Amounts reclassified from accumulated other comprehensive income — — — Net current period comprehensive income (loss) 106 ( 432 ) ( 326 ) Balance at September 30, 2021 $ ( 907 ) $ ( 432 ) $ ( 1,339 ) Change in Currency Fair Value of Translation Cash Flow Adjustment Hedge Total Balance at January 1, 2020 $ ( 2,256 ) $ — $ ( 2,256 ) Other comprehensive income (loss) before reclassifications ( 2,067 ) — ( 2,067 ) Amounts reclassified from accumulated other comprehensive income — — — Net current period comprehensive loss ( 2,067 ) — ( 2,067 ) Balance at September 30, 2020 $ ( 4,323 ) $ — $ ( 4,323 ) |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation - The accompanying Unaudited Condensed Consolidated Financial Statements and notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conformity with Article 10 of Regulation S-X promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements and should be read in conjunction with our annual audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the Securities and Exchange Commission (“SEC”) on March 11, 2021 (the “2020 10-K”). These Unaudited Condensed Consolidated Financial Statements reflect, in the opinion of management, all material adjustments (which include normal recurring adjustments) necessary to fairly state, in all material respects, our financial position, results of operations and cash flows for the periods presented. The results of operations and cash flows for the three- and nine-month periods ended September 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021. We had one class of common stock outstanding as of September 30, 2021 and December 31, 2020 . |
Use of Estimates | Use of Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates the significant estimates and bases such estimates on historical experience and various other assumptions believed to be reasonable under the circumstances. However, actual results could differ materially from those estimates. |
Reclassifications | Reclassifications - T o conform to the current-year presentation, certain amounts in our Unaudited Condensed Consolidated Statements of Cash Flows for the nine-month period ended September 30, 2020 have been reclassified. Warranty reserves of $ 0.5 million have been combined in Accrued liabilities. Right-of-use assets and operating lease liabilities of $ 0.9 million have been combined into two captions: $ 0.4 million in Accrued liabilities and $ 0.5 million in Other long-term assets and liabilities. |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Summarizes the results of discontinued operations | The following table summarizes the results of discontinued operations which are presented as Net loss from discontinued operations in our Unaudited Condensed Consolidated Statements of Operations (in thousands) : For the Three Months For the Nine Months 2021 2020 2021 2020 Revenue: Service revenue $ — $ 40,498 $ — $ 163,800 Equipment revenue — 3,496 — 35,750 Total revenue — 43,994 — 199,550 Operating expenses: Cost of service revenue — 29,530 — 121,334 Cost of equipment revenue — 5,984 — 31,907 Engineering, design and development — 16,285 — 41,702 Sales and marketing — 5,742 — 14,308 General and administrative 8,871 11,306 13,426 37,138 Impairment of long-lived assets — — — 47,376 Depreciation and amortization — 45,666 — 120,229 Total operating expenses 8,871 114,513 13,426 413,994 Operating loss ( 8,871 ) ( 70,519 ) ( 13,426 ) ( 214,444 ) Total other (income) expense — 315 — 3,565 Loss before income taxes ( 8,871 ) ( 70,834 ) ( 13,426 ) ( 218,009 ) Income tax provision (benefit) ( 100 ) 400 — 393 Net loss from discontinued operations, net of tax $ ( 8,771 ) $ ( 71,234 ) $ ( 13,426 ) $ ( 218,402 ) |
Summary of Stock-Based Compensation Expense by Operating Expense | The following is a summary of our stock-based compensation expense by operating expense line in the Unaudited Condensed Consolidated Statements of Operations, excluding stock-based compensation expense for discontinued operations (in thousands) : For the Three Months For the Nine Months 2021 2020 2021 2020 Cost of service revenue $ 145 $ 179 300 239 Cost of equipment revenue 141 203 336 338 Engineering, design and development 379 584 866 902 Sales and marketing 601 413 1,137 938 General and administrative 4,137 3,301 7,505 5,866 Total stock-based compensation expense $ 5,403 $ 4,680 $ 10,144 $ 8,283 |
Discontinued Operations | |
Summary of Stock-Based Compensation Expense by Operating Expense | The following is a summary of our stock-based compensation expense by operating expense line contained within the results of discontinued operations (in thousands) : For the Three Months For the Nine Months 2021 2020 2021 2020 Cost of service revenue $ — $ 2,259 $ — $ 3,066 Engineering, design and development — 2,712 — 3,735 Sales and marketing — 2,141 — 2,957 General and administrative 8,862 1,409 12,717 2,319 Total stock-based compensation expense $ 8,862 $ 8,521 $ 12,717 $ 12,077 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Changes And Error Corrections [Abstract] | |
Summary of Adoption Impact of ASU 2020-06 on Unaudited Condensed Consolidated Balance Sheet | The cumulative impact of using the modified retrospective approach for the adoption of ASU 2020-06 on our Unaudited Condensed Consolidated Balance Sheets as of January 1, 2021 is summarized below: Balance at Impact of Balances with 2020 ASU 2020-06 ASU 2020-06 Liabilities Long-term debt $ 827,968 $ 21,943 $ 849,911 Equity Additional paid-in capital $ 1,088,590 $ ( 47,423 ) $ 1,041,167 Accumulated deficit $ ( 1,629,843 ) $ 25,480 $ ( 1,604,363 ) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Revenue Disaggregated by Category | The following table presents our revenue disaggregated by category (in thousands) : For the Three Months For the Nine Months 2021 2020 2021 2020 Service revenue Connectivity $ 65,185 $ 52,607 $ 187,641 $ 153,029 Entertainment and other 1,019 717 2,685 2,054 Total service revenue $ 66,204 $ 53,324 $ 190,326 $ 155,083 Equipment revenue ATG $ 17,554 $ 10,785 $ 42,005 $ 27,285 Satellite 2,249 2,176 8,775 9,068 Other 1,165 240 2,310 648 Total equipment revenue $ 20,968 $ 13,201 $ 53,090 $ 37,001 Customer type Aircraft owner/operator/service provider $ 66,204 $ 53,324 $ 190,326 $ 155,083 OEM and aftermarket dealer 20,968 13,201 53,090 37,001 Total revenue $ 87,172 $ 66,525 $ 243,416 $ 192,084 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Earnings Per Share | The following table sets forth the computation of basic and diluted earnings per share for the three- and nine-month periods ended September 30, 2021 and 2020; however, for the reasons described above, the shares of common stock associated with the Forward Transactions are excluded from the computation of basic earnings per share ( in thousands, except per share amounts ): For the Three Months Ended September 30, 2021 2020 Income (Numerator) Shares (Denominator) Per Share Amount Income (Numerator) Shares (Denominator) Per Share Amount Net income (loss) from continuing operations $ 19,730 $ ( 8,890 ) Less: Participation rights on Forward Transactions allocated to continuing operations 103 — Basic Earnings (Loss) Per Share from Continuing Operations Undistributed income (loss) from continuing operations $ 19,627 109,345 $ 0.18 $ ( 8,890 ) 82,707 $ ( 0.11 ) Effect of Dilutive Securities from Continuing Operations Stock-based compensation — 6,684 — — 2022 Convertible Notes 1,809 17,131 — — Diluted Earnings (Loss) Per Share from Continuing Operations Undistributed income (loss) from continuing operations and assumed conversions $ 21,436 133,160 $ 0.16 $ ( 8,890 ) 82,707 $ ( 0.11 ) Net loss from discontinued operations $ ( 8,771 ) $ ( 71,234 ) Less: Participation rights on Forward Transactions allocated to discontinued operations ( 46 ) — Basic Earnings (Loss) Per Share from Discontinued Operations Undistributed loss from discontinued operations $ ( 8,725 ) 109,345 $ ( 0.08 ) $ ( 71,234 ) 82,707 $ ( 0.86 ) Effect of Dilutive Securities from Discontinued Operations Stock-based compensation 8,861 6,684 — — 2022 Convertible Notes — 17,131 — — Diluted Earnings (Loss) Per Share from Discontinued Operations Undistributed loss from discontinued operations and assumed conversions $ 136 133,160 $ — $ ( 71,234 ) 82,707 $ ( 0.86 ) Earnings (loss) per share - basic $ 0.10 $ ( 0.97 ) Earnings (loss) per share - diluted $ 0.16 $ ( 0.97 ) For the Nine Months Ended September 30, 2021 2020 Income (Numerator) Shares (Denominator) Per Share Amount Income (Numerator) Shares (Denominator) Per Share Amount Net loss from continuing operations $ ( 52,548 ) $ ( 32,479 ) Less: Participation rights on Forward Transactions allocated to continuing operations — — Basic Loss Per Share from Continuing Operations Undistributed loss from continuing operations $ ( 52,548 ) 101,189 $ ( 0.52 ) $ ( 32,479 ) 81,892 $ ( 0.40 ) Effect of Dilutive Securities from Continuing Operations Stock-based compensation — — — — 2022 Convertible Notes — — — — Diluted Loss Per Share from Continuing Operations Undistributed loss from continuing operations and assumed conversions $ ( 52,548 ) 101,189 $ ( 0.52 ) $ ( 32,479 ) 81,892 $ ( 0.40 ) Net loss from discontinued operations $ ( 13,426 ) $ ( 218,402 ) Less: Participation rights on Forward Transactions allocated to discontinued operations — — Basic Loss Per Share from Discontinued Operations Undistributed loss from discontinued operations $ ( 13,426 ) 101,189 $ ( 0.13 ) $ ( 218,402 ) 81,892 $ ( 2.67 ) Effect of Dilutive Securities from Discontinued Operations Stock-based compensation — — — — 2022 Convertible Notes — — — — Diluted Loss Per Share from Discontinued Operations Undistributed loss from discontinued operations and assumed conversions $ ( 13,426 ) 101,189 $ ( 0.13 ) $ ( 218,402 ) 81,892 $ ( 2.67 ) Loss per share - basic $ ( 0.65 ) $ ( 3.07 ) Loss per share - diluted $ ( 0.65 ) $ ( 3.07 ) |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | Inventories as of September 30, 2021 and December 31, 2020 were as follows ( in thousands ): September 30, December 31, 2021 2020 Work-in-process component parts $ 19,430 $ 15,405 Finished goods 10,534 12,709 Total inventory $ 29,964 $ 28,114 |
Composition of Certain Balanc_2
Composition of Certain Balance Sheet Accounts (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets as of September 30, 2021 and December 31, 2020 were as follows ( in thousands ): September 30, December 31, 2021 2020 Contract assets $ 3,994 $ 2,417 Prepaid inventories 3,340 124 Insurance receivable (1) 17,300 — Vendor receivable 2,274 — Tenant improvement allowance receivables 1,936 — Other 8,077 6,393 Total prepaid expenses and other current assets $ 36,921 $ 8,934 (1) See Note 14, “Commitments and Contingencies,” for additional information. |
Schedule of Property and Equipment | Property and equipment as of September 30, 2021 and December 31, 2020 were as follows ( in thousands ): September 30, December 31, 2021 2020 Office equipment, furniture, fixtures and other $ 12,007 $ 10,986 Leasehold improvements 12,067 12,012 Network equipment 137,917 139,884 161,991 162,882 Accumulated depreciation ( 103,588 ) ( 99,389 ) Total property and equipment, net $ 58,403 $ 63,493 |
Schedule of Other Non-Current Assets | Other non-current assets as of September 30, 2021 and December 31, 2020 were as follows ( in thousands ): September 30, December 31, 2021 2020 Contract assets, net of allowances of $ 431 and $ 375 , respectively $ 12,831 $ 9,775 Interest rate cap 7,940 — Revolving credit facility deferred financing costs 1,988 — Other 1,998 1,711 Total other non-current assets $ 24,757 $ 11,486 |
Schedule of Accrued Liabilities | Accrued liabilities as of September 30, 2021 and December 31, 2020 were as follows ( in thousands ): September 30, December 31, 2021 2020 Accrued interest $ 7,801 $ 17,836 Employee compensation and benefits (1) 37,493 35,516 Litigation settlement accrual (2) 17,300 — Operating leases 7,231 8,089 Deferred gain on sale of CA business (3) 9,400 9,400 Warranty reserve 2,400 2,400 Taxes 2,370 2,022 Other 10,821 7,746 Total accrued liabilities $ 94,816 $ 83,009 (1) Includes $ 25.1 million and $ 19.2 million as of September 30, 2021 and December 31, 2020 , respectively, expected to be paid in shares of Gogo common stock upon the vesting of certain equity awards issued to former employees now employed by Intelsat and classified within discontinued operations. (2) See Note 14, “Commitments and Contingencies,” for additional information. (3) Relates to sale of CA business. See Note 2, “Discontinued Operations,” for additional information. |
Schedule of Other Non-Current Liabilities | Other non-current liabilities as of September 30, 2021 and December 31, 2020 were as follows ( in thousands ): September 30, December 31, 2021 2020 Asset retirement obligations $ 4,749 $ 4,401 Deferred tax liabilities 2,012 2,108 Other 2,618 4,072 Total other non-current liabilities $ 9,379 $ 10,581 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Other than Goodwill | Our intangible assets, other than goodwill, as of September 30, 2021 and December 31, 2020 were as follows ( in thousands, except for weighted average remaining useful life ): As of September 30, 2021 As of December 31, 2020 Weighted Gross Accumulated Net Gross Accumulated Net Amortized intangible assets: Software 2.4 $ 51,186 $ ( 37,427 ) $ 13,759 $ 50,029 $ ( 31,739 ) $ 18,290 Other intangible assets 8.0 1,500 — 1,500 1,500 — 1,500 Service customer relationships 8,081 ( 8,081 ) — 8,081 ( 8,081 ) — OEM and dealer relationships 6,724 ( 6,724 ) — 6,724 ( 6,724 ) — Total amortized intangible assets 67,491 ( 52,232 ) 15,259 66,334 ( 46,544 ) 19,790 Unamortized intangible assets: FCC Licenses 32,283 — 32,283 32,283 — 32,283 Total intangible assets $ 99,774 $ ( 52,232 ) $ 47,542 $ 98,617 $ ( 46,544 ) $ 52,073 |
Summary of Amortization Expenses | Amortization expense for the remainder of 2021, each of the next four years and thereafter is estimated to be as follows ( in thousands ): Amortization Years ending December 31, Expense 2021 (period from October 1 to December 31) $ 1,858 2022 $ 4,657 2023 $ 2,485 2024 $ 992 2025 $ 972 Thereafter $ 4,295 |
Long-Term Debt and Other Liab_2
Long-Term Debt and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt as of September 30, 2021 and December 31, 2020 was as follows ( in thousands ): September 30, December 31, 2021 2020 Term Loan Facility $ 719,753 $ — 2024 Senior Secured Notes — 973,539 2022 Convertible Notes 102,788 215,122 Total debt 822,541 1,188,661 Less deferred financing costs ( 17,299 ) ( 19,693 ) Less current portion of long-term debt ( 109,348 ) ( 341,000 ) Total long-term debt $ 695,894 $ 827,968 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts Strike Rates and End Dates of the Cap Agreements | The notional amounts, strike rates and end dates of the cap agreements are as follows (notional amounts in thousands) : Start Date End Date Notional Strike Rate 7/31/2021 7/31/2023 $ 650,000 0.75 % 7/31/2023 7/31/2024 525,000 0.75 % 7/31/2024 7/31/2025 350,000 1.25 % 7/31/2025 7/31/2026 250,000 2.25 % 7/31/2026 7/31/2027 200,000 2.75 % |
Schedule of Derivative Assets at Fair Value | The following table presents the fair value of our interest rate derivatives included in the unaudited condensed consolidated balance sheets for the periods presented (in thousands): September 30, December 31, Derivatives designated as hedging instruments Balance sheet location 2021 2020 Current portion of interest rate caps Prepaid expenses and other current assets $ 114 $ — Non-current portion of interest rate caps Other non-current assets $ 7,940 $ — |
Interest Costs (Tables)
Interest Costs (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Text Block [Abstract] | |
Summary of Interest Costs | The following is a summary of our interest costs for the three- and nine-month periods ended September 30, 2021 and 2020 (in thousands) : For the Three Months For the Nine Months 2021 2020 2021 2020 Interest costs charged to expense $ 9,891 $ 26,164 $ 52,556 $ 78,928 Amortization of deferred financing costs 937 1,484 3,718 4,355 Amortization of interest rate cap premium — — — — Accretion of debt discount 115 3,551 303 10,312 Interest expense 10,943 31,199 56,577 93,595 Interest costs capitalized to software 61 381 240 565 Total interest costs $ 11,004 $ 31,580 $ 56,817 $ 94,160 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Lease expense included in the unaudited condensed consolidated statements of operations | The following is a summary of our lease expense included in the Unaudited Condensed Consolidated Statements of Operations (in thousands) : For the Three For the Three Operating lease cost $ 3,520 $ 2,864 Financing lease cost: Amortization of leased assets 3 38 Interest on lease liabilities 12 31 Total lease cost $ 3,535 $ 2,933 For the Nine Months Ended September 30, 2021 For the Nine Months Ended September 30, 2020 Operating lease cost $ 9,684 $ 8,657 Financing lease cost: Amortization of leased assets 8 219 Interest on lease liabilities 40 80 Total lease cost $ 9,732 $ 8,956 |
Schedule includes other information about leases | Other information regarding our leases is as follows (in thousands, except lease terms and discount rates) : For the Nine Months Ended September 30, 2021 For the Nine Months Ended September 30, 2020 Supplemental cash flow information Cash paid for amounts included in measurement of lease liabilities: Operating cash flows used in operating leases $ 10,391 $ 9,331 Operating cash flows used in financing leases $ 40 $ 80 Financing cash flows used in financing leases $ 154 $ 513 Non-cash items: Operating leases obtained $ 43,148 $ 2,660 Financing leases obtained $ — $ 428 Weighted average remaining lease term Operating leases 9 years 7 years Financing leases 2 years 2 years Weighted average discount rate Operating leases 7.0 % 10.4 % Financing leases 16.5 % 11.1 % |
Annual future minimum lease payments | Annual future minimum lease payments as of September 30, 2021 (in thousands) : Years ending December 31, Operating Financing 2021 (period from October 1 to December 31) $ 2,389 $ 139 2022 13,513 495 2023 12,239 289 2024 11,645 — 2025 11,079 — Thereafter 64,230 — Total future minimum lease payments 115,095 923 Less: Amount representing interest ( 30,090 ) ( 43 ) Present value of net minimum lease payments $ 85,005 $ 880 Reported as of September 30, 2021 Accrued liabilities $ 7,231 $ 376 Non-current operating lease liabilities 77,774 — Other non-current liabilities — 504 Total lease liabilities $ 85,005 $ 880 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value and Carrying Value of Long-Term Debt | The fair value and carrying value of long-term debt as of September 30, 2021 and December 31, 2020 were as follows (in thousands) : September 30, 2021 December 31, 2020 Fair Value (1) Carrying Fair Value (1) Carrying Term Loan Facility $ 728,000 $ 719,753 (2) $ — $ — 2022 Convertible Notes $ 302,000 $ 102,788 $ 404,000 $ 215,122 (3) 2024 Senior Secured Notes $ — $ — $ 1,045,000 $ 973,539 (4) (1) Fair value amounts are rounded to the nearest million. (2) Carrying value of the Term Loan Facility reflects the unaccreted debt discount of $ 3.4 million as of September 30, 2021 . See Note 10, “Long-Term Debt and Other Liabilities,” for further information. (3) Carrying value of the 2022 Convertible Notes reflects the unaccreted debt discount of $ 22.6 million as of December 31, 2020 . See Note 10, “Long-Term Debt and Other Liabilities,” for further information. (4) Carrying value of the 2024 Senior Secured Notes reflects the unaccreted debt discount of $ 1.5 million as of December 31, 2020 . See Note 10, “Long-Term Debt and Other Liabilities,” for further information. |
Stock-Based Compensation and _2
Stock-Based Compensation and 401(k) Plan (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Text Block [Abstract] | |
Summary of Stock-Based Compensation Expense by Operating Expense | The following is a summary of our stock-based compensation expense by operating expense line in the Unaudited Condensed Consolidated Statements of Operations, excluding stock-based compensation expense for discontinued operations (in thousands) : For the Three Months For the Nine Months 2021 2020 2021 2020 Cost of service revenue $ 145 $ 179 300 239 Cost of equipment revenue 141 203 336 338 Engineering, design and development 379 584 866 902 Sales and marketing 601 413 1,137 938 General and administrative 4,137 3,301 7,505 5,866 Total stock-based compensation expense $ 5,403 $ 4,680 $ 10,144 $ 8,283 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
A O C I Attributable To Parent [Abstract] | |
Summary of changes in accumulated other comprehensive income (loss) | The following is a summary of changes in accumulated other comprehensive income (loss) by component (in thousands): Change in Currency Fair Value of Translation Cash Flow Adjustment Hedge Total Balance at January 1, 2021 $ ( 1,013 ) $ — $ ( 1,013 ) Other comprehensive income (loss) before reclassifications 106 ( 432 ) ( 326 ) Amounts reclassified from accumulated other comprehensive income — — — Net current period comprehensive income (loss) 106 ( 432 ) ( 326 ) Balance at September 30, 2021 $ ( 907 ) $ ( 432 ) $ ( 1,339 ) Change in Currency Fair Value of Translation Cash Flow Adjustment Hedge Total Balance at January 1, 2020 $ ( 2,256 ) $ — $ ( 2,256 ) Other comprehensive income (loss) before reclassifications ( 2,067 ) — ( 2,067 ) Amounts reclassified from accumulated other comprehensive income — — — Net current period comprehensive loss ( 2,067 ) — ( 2,067 ) Balance at September 30, 2020 $ ( 4,323 ) $ — $ ( 4,323 ) |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) $ in Thousands | Dec. 01, 2020USD ($) | Sep. 30, 2021USD ($)Classofcommonstock | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($)Classofcommonstock |
Accounting Policies [Abstract] | ||||
Company purchase price | $ 400,000 | |||
Minimum revenue guarantees | $ 5,000 | |||
Number of classes of common stock outstanding | Classofcommonstock | 1 | 1 | ||
Operating Lease Liability | $ 85,005 | $ 900 | ||
Right of use assets | $ 71,411 | 900 | $ 33,690 | |
Warranty reserve | 500 | |||
Accrued Liabilities | 400 | |||
Other long-term assets and liabilities | $ 500 |
Discontinued Operations (Net lo
Discontinued Operations (Net loss from discontinued operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue: | ||||
Total revenue | $ 43,994 | $ 199,550 | ||
Operating expenses: | ||||
Engineering, design and development | 16,285 | 41,702 | ||
Sales and marketing | 5,742 | 14,308 | ||
General and administrative | $ 8,871 | 11,306 | $ 13,426 | 37,138 |
Impairment of long-lived assets | 47,376 | |||
Depreciation and amortization | 45,666 | 120,229 | ||
Total operating expenses | 8,871 | 114,513 | 13,426 | 413,994 |
Operating loss | (8,871) | (70,519) | (13,426) | (214,444) |
Total other (income) expense | 315 | 3,565 | ||
Loss before income taxes | (8,871) | (70,834) | (13,426) | (218,009) |
Income tax provision (benefit) | (100) | 400 | 0 | 393 |
Net loss from discontinued operations, net of tax | $ (8,771) | (71,234) | $ (13,426) | (218,402) |
Service [Member] | ||||
Revenue: | ||||
Total revenue | 40,498 | 163,800 | ||
Product [Member] | ||||
Revenue: | ||||
Total revenue | 3,496 | 35,750 | ||
Cost of Service Revenue [Member] | ||||
Revenue: | ||||
Total revenue | 29,530 | 121,334 | ||
Cost of Equipment Revenue [Member] | ||||
Revenue: | ||||
Total revenue | $ 5,984 | $ 31,907 |
Discontinued Operations - Addit
Discontinued Operations - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Oct. 30, 2021 | Feb. 28, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Initial gross proceeds | $ 386.3 | |||
Purchase price | $ 400 | 400 | ||
Working capital | $ 9.4 | |||
Contingent gain | 9.4 | 9.4 | ||
Gain (Loss) on sale of CA business | 38 | |||
Post closing purchase price adjustments | $ 9.4 | |||
Awards vested | 0.2 | 6.8 | ||
Additional Costs Due To Employer Paid Taxes | $ 0.7 | $ 0.7 | ||
Subsequent Event [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Working capital | $ 7.8 | |||
Gain (Loss) on sale of CA business | $ 1.6 |
Summary of Stock-Based Compensa
Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Total stock-based compensation expense | $ 5,403 | $ 4,680 | $ 10,144 | $ 8,283 |
Cost of Service Revenue [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Total stock-based compensation expense | 145 | 179 | 300 | 239 |
Engineering, Design and Development [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Total stock-based compensation expense | 379 | 584 | 866 | 902 |
Sales and Marketing [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Total stock-based compensation expense | 601 | 413 | 1,137 | 938 |
General and Administrative [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Total stock-based compensation expense | 4,137 | 3,301 | 7,505 | 5,866 |
Discontinued Operations Held for Sale [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Total stock-based compensation expense | 8,862 | 8,521 | 12,717 | 12,077 |
Discontinued Operations Held for Sale [Member] | Cost of Service Revenue [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Total stock-based compensation expense | 2,259 | 3,066 | ||
Discontinued Operations Held for Sale [Member] | Engineering, Design and Development [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Total stock-based compensation expense | 2,712 | 3,735 | ||
Discontinued Operations Held for Sale [Member] | Sales and Marketing [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Total stock-based compensation expense | 2,141 | 2,957 | ||
Discontinued Operations Held for Sale [Member] | General and Administrative [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Total stock-based compensation expense | $ 8,862 | $ 1,409 | $ 12,717 | $ 2,319 |
Recent Accounting Pronounceme_3
Recent Accounting Pronouncements - Summary of Adoption Impact of ASU 2020-06 on Unaudited Condensed Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Jan. 01, 2021 | Dec. 31, 2020 |
Liabilities | |||
Long-term debt | $ 695,894 | $ 827,968 | |
Equity | |||
Additional paid-in capital | 1,088,590 | ||
Accumulated deficit | $ (1,670,337) | $ (1,629,843) | |
Accounting Standards Update 2020-06 [Member] | |||
Liabilities | |||
Long-term debt | $ 21,943 | ||
Equity | |||
Additional paid-in capital | (47,423) | ||
Accumulated deficit | 25,480 | ||
Difference Between Guidance In Effect Before And After ASU 2020-06 [Member] | Accounting Standards Update 2020-06 [Member] | |||
Liabilities | |||
Long-term debt | 849,911 | ||
Equity | |||
Additional paid-in capital | 1,041,167 | ||
Accumulated deficit | $ (1,604,363) |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($)Customer | Sep. 30, 2020Customer | Sep. 30, 2021USD ($)Customer | Sep. 30, 2020Customer | Dec. 31, 2020USD ($)Customer | |
Revenue From Contracts With Customers [Line Items] | |||||
Service revenue occurring period | 1 year | ||||
Number Of Customers Meeting Concentration Risk Threshold | Customer | 0 | 0 | 0 | 0 | 0 |
Airline [Member] | |||||
Revenue From Contracts With Customers [Line Items] | |||||
Contract assets, current and non-current | $ 16.8 | $ 16.8 | $ 12.2 | ||
Airline [Member] | Revenue [Member] | Customer Concentration Risk [Member] | |||||
Revenue From Contracts With Customers [Line Items] | |||||
Percentage of benchmark | 10.00% | 10.00% | 10.00% | 10.00% | |
Airline [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Revenue From Contracts With Customers [Line Items] | |||||
Percentage of benchmark | 10.00% | 10.00% | |||
Accounting Standards Update 2014-09 [Member] | |||||
Revenue From Contracts With Customers [Line Items] | |||||
Deferred revenue, current and non-current | $ 2.3 | $ 2.3 | $ 3.1 | ||
Connectivity And Entertainment Service Revenues | |||||
Revenue From Contracts With Customers [Line Items] | |||||
Transaction price allocated to remaining performance obligations | $ 90 | $ 90 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Revenue Disaggregated by Category (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of revenue | $ 87,172 | $ 66,525 | $ 243,416 | $ 192,084 |
Aircraft Owner Operator [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of revenue | 66,204 | 53,324 | 190,326 | 155,083 |
OEM and Aftermarket Dealer [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of revenue | 20,968 | 13,201 | 53,090 | 37,001 |
Cost of Service Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of revenue | 66,204 | 53,324 | 190,326 | 155,083 |
Cost of Equipment Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of revenue | 20,968 | 13,201 | 53,090 | 37,001 |
Connectivity [Member] | Cost of Service Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of revenue | 65,185 | 52,607 | 187,641 | 153,029 |
Entertainment And Other [Member] | Cost of Service Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of revenue | 1,019 | 717 | 2,685 | 2,054 |
A T G | Cost of Equipment Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of revenue | 17,554 | 10,785 | 42,005 | 27,285 |
Satellite | Cost of Equipment Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of revenue | 2,249 | 2,176 | 8,775 | 9,068 |
Other Product Or Service | Cost of Equipment Revenue [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Disaggregation of revenue | $ 1,165 | $ 240 | $ 2,310 | $ 648 |
Earnings (Loss) Per Share - Add
Earnings (Loss) Per Share - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |||
Forward stock repurchase transaction shares, excluded from dilution effect | 0.6 | 2.1 | |
Weighted-average number of shares | 0.4 |
Earnings (Loss) Per Share - Com
Earnings (Loss) Per Share - Computation of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Amount of dilutive securities stock based compensation | $ 8,861 | $ 0 | $ 0 | $ 0 |
Dilutive securities effect on stock based compensation from discontinuing operations | 6,684 | 0 | 0 | 0 |
Income loss from discontinuing operations basic shares | 109,345 | 82,707 | 101,189 | 81,892 |
Income loss from discontinuing operations diluted shares | 133,160 | 82,707 | 101,189 | 81,892 |
Income loss from continuing operations basic shares | 109,345 | 82,707 | 101,189 | 81,892 |
Income loss from continuing operations diluted shares | 133,160 | 82,707 | 101,189 | 81,892 |
Diluted loss per share from Discontinued Operations | $ 0 | $ (0.86) | $ (0.13) | $ (2.67) |
Basic earnings (loss) per share from Discontinued Operations | (0.08) | (0.86) | (0.13) | (2.67) |
Diluted loss per share from Continuing Operations | 0.16 | (0.11) | (0.52) | (0.40) |
Basic Earnings (loss) per share from Continuing Operations | $ 0.18 | $ (0.11) | $ (0.52) | $ (0.40) |
Dilutive securities, effect on basic earnings per share, options and restrictive stock units | $ 0 | $ 0 | $ 0 | $ 0 |
Incremental Common Shares Attributable to Dilutive Effect of Share-based Payment Arrangements | 6,684 | 0 | 0 | 0 |
Undistributed Earnings (Loss) from Discontinued Operations, Diluted | $ 136 | $ (71,234) | $ 13,426 | $ (218,402) |
Undistributed Earnings (Loss) from Continuing Operations,Diluted | 21,436 | (8,890) | 52,548 | (32,479) |
Undistributed Earnings (Loss) from Discontinued Operations,Basic | (8,725) | (71,234) | (13,426) | (218,402) |
Undistributed Earnings (Loss) from Continuing Operations, Basic | 19,627 | (8,890) | 52,548 | (32,479) |
Less: Participation rights on Forward Transactions allocated to continuing operations | 103 | 0 | 0 | 0 |
Less: Participation rights of the Forward Transactions allocated to continuing operations | 0 | |||
Net income (loss) | 10,959 | (80,124) | (65,974) | (250,881) |
Net loss from discontinued operations, net of tax | (8,771) | (71,234) | (13,426) | (218,402) |
Less: Participation rights on Forward Transactions allocated to discontinued operations | (46) | 0 | 0 | |
Net income (loss) from continuing operations | $ 19,730 | $ (8,890) | $ 52,548 | $ (32,479) |
Earnings (loss) per share - diluted | $ 0.16 | $ (0.97) | $ (0.65) | $ (3.07) |
Earnings (loss) per share - basic | $ 0.10 | $ (0.97) | $ (0.65) | $ (3.07) |
2022 Convertible Notes [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Amount of dilutive securities convertible notes | $ 0 | $ 0 | ||
Dilutive securities effect on convertible notes from discontinuing operations | 17,131 | 0 | 0 | 0 |
Dilutive securities, effect on basic earnings per share, dilutive convertible securities | $ 1,809 | $ 0 | $ 0 | $ 0 |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 17,131 | 0 | 0 | 0 |
Inventories - Components of Inv
Inventories - Components of Inventories (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Work-in-process component parts | $ 19,430 | $ 15,405 |
Finished goods | 10,534 | 12,709 |
Total inventory | $ 29,964 | $ 28,114 |
Composition of Certain Balanc_3
Composition of Certain Balance Sheet Accounts - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Prepaid Expense And Other Assets [Abstract] | ||
Contract assets | $ 3,994 | $ 2,417 |
Prepaid inventories | 3,340 | 124 |
Insurance receivable | 17,300 | 0 |
Vendor Receivable | 2,274 | 0 |
Tenant improvement allowance receivables | 1,936 | 0 |
Other | 8,077 | 6,393 |
Total prepaid expenses and other current assets | $ 36,921 | $ 8,934 |
Composition of Certain Balanc_4
Composition of Certain Balance Sheet Accounts - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 161,991 | $ 162,882 |
Accumulated depreciation | (103,588) | (99,389) |
Total property and equipment, net | 58,403 | 63,493 |
Office Equipment, Furniture, Fixtures and Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 12,007 | 10,986 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 12,067 | 12,012 |
Network Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 137,917 | $ 139,884 |
Composition of Certain Balanc_5
Composition of Certain Balance Sheet Accounts - Schedule of Other Non-Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Other Assets Noncurrent [Abstract] | ||
Contract assets, net of allowances of $431 and $375, respectively | $ 12,831 | $ 9,775 |
Interest rate cap | 7,940 | 0 |
Revolving credit facility deferred financing costs | 1,988 | 0 |
Other | 1,998 | 1,711 |
Total other non-current assets | $ 24,757 | $ 11,486 |
Composition of Certain Balanc_6
Composition of Certain Balance Sheet Accounts - Schedule of Other Non-Current Assets (Parenthetical) (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Other Assets Noncurrent [Abstract] | ||
Contract with Customer, Asset, Accumulated Allowance for Credit Loss, Noncurrent | $ 431 | $ 375 |
Composition of Certain Balanc_7
Composition of Certain Balance Sheet Accounts - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | |
Accrued Liabilities Current [Abstract] | |||
Accrued interest | $ 7,801 | $ 17,836 | |
Employee compensation and benefits | [1] | 37,493 | 35,516 |
Loss Contingency Accrual | [2] | 17,300 | 0 |
Current operating lease liabilities | 7,231 | 8,089 | |
Deferred gain on sale of CA business | [3] | 9,400 | 9,400 |
Warranty reserve | 2,400 | 2,400 | |
Taxes | 2,370 | 2,022 | |
Other | 10,821 | 7,746 | |
Total accrued liabilities | $ 94,816 | $ 83,009 | |
[1] | Includes $ 25.1 million and $ 19.2 million as of September 30, 2021 and December 31, 2020 , respectively, expected to be paid in shares of Gogo common stock upon the vesting of certain equity awards issued to former employees now employed by Intelsat and classified within discontinued operations. | ||
[2] | See Note 14, “Commitments and Contingencies,” for additional information. | ||
[3] | Relates to sale of CA business. See Note 2, “Discontinued Operations,” for additional information. |
Composition of Certain Balanc_8
Composition of Certain Balance Sheet Accounts - Schedule of Accrued Liabilities (Parenthetical) (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accrued Liabilities Current [Abstract] | ||
Change in estimate in expected cash flow | $ 25.1 | $ 19.2 |
Composition of Certain Balanc_9
Composition of Certain Balance Sheet Accounts - Schedule of Other Non-Current Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Other Liabilities Noncurrent [Abstract] | ||
Asset retirement obligations | $ 4,749 | $ 4,401 |
Deferred tax liabilities | 2,012 | 2,108 |
Other | 2,618 | 4,072 |
Total other non-current liabilities | $ 9,379 | $ 10,581 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||||
Goodwill | $ 0.6 | $ 0.6 | $ 0.6 | ||
Amortization expense | $ 1.9 | $ 1.6 | $ 5.7 | $ 4.6 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets, Other than Goodwill (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Amortized intangible assets, Gross Carrying Amount | $ 67,491 | $ 66,334 |
Amortized intangible assets, Accumulated Amortization | (52,232) | (46,544) |
Amortized intangible assets, Net Carrying Amount | 15,259 | 19,790 |
Total intangible assets, Gross Carrying amount | 99,774 | 98,617 |
Total intangible assets, Net Carrying Amount | 47,542 | 52,073 |
FCC Licenses [Member] | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Total unamortized intangible assets, Gross Carrying Amount | 32,283 | 32,283 |
Total unamortized intangible assets, Net Carrying Amount | $ 32,283 | 32,283 |
Software [Member] | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 2 years 4 months 24 days | |
Amortized intangible assets, Gross Carrying Amount | $ 51,186 | 50,029 |
Amortized intangible assets, Accumulated Amortization | (37,427) | (31,739) |
Amortized intangible assets, Net Carrying Amount | $ 13,759 | 18,290 |
Other Intangible Assets [Member] | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 8 years | |
Amortized intangible assets, Gross Carrying Amount | $ 1,500 | 1,500 |
Amortized intangible assets, Net Carrying Amount | 1,500 | 1,500 |
Service Customer Relationships [Member] | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Amortized intangible assets, Gross Carrying Amount | 8,081 | 8,081 |
Amortized intangible assets, Accumulated Amortization | (8,081) | (8,081) |
OEM and Dealer Relationships [Member] | ||
Intangible Assets Net Excluding Goodwill [Line Items] | ||
Amortized intangible assets, Gross Carrying Amount | 6,724 | 6,724 |
Amortized intangible assets, Accumulated Amortization | $ (6,724) | $ (6,724) |
Intangible Assets - Summary of
Intangible Assets - Summary of Amortization Expenses (Detail) $ in Thousands | Sep. 30, 2021USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2021 (period from October 1 to December 31) | $ 1,858 |
2022 | 4,657 |
2023 | 2,485 |
2024 | 992 |
2025 | 972 |
Thereafter | $ 4,295 |
Warranties - Additional Informa
Warranties - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Warranty reserve balance | $ 2,400 | $ 2,400 |
Minimum | ||
Debt Instrument [Line Items] | ||
Standard product warranty term | 2 years | |
Maximum | ||
Debt Instrument [Line Items] | ||
Standard product warranty term | 5 years |
Long-Term Debt and Other Liab_3
Long-Term Debt and Other Liabilities - Schedule of Long-Term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | ||
Debt Instrument [Line Items] | ||||
Total debt | $ 822,541 | $ 1,188,661 | ||
Less deferred financing costs | (17,299) | (19,693) | ||
Less current portion of long-term debt | (109,348) | (341,000) | ||
Total long-term debt | 695,894 | 827,968 | ||
Line Of Credit [Member] | ||||
Debt Instrument [Line Items] | ||||
Term Loan Facility | 719,753 | |||
2024 Senior Secured Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Senior Secured Notes | 973,539 | |||
Total debt | [1] | 973,539 | ||
2022 Convertible Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible Notes | $ 102,788 | $ 215,122 | [2] | |
[1] | Carrying value of the 2024 Senior Secured Notes reflects the unaccreted debt discount of $ 1.5 million as of December 31, 2020 . See Note 10, “Long-Term Debt and Other Liabilities,” for further information. | |||
[2] | Carrying value of the 2022 Convertible Notes reflects the unaccreted debt discount of $ 22.6 million as of December 31, 2020 . See Note 10, “Long-Term Debt and Other Liabilities,” for further information. |
Long-Term Debt and Other Liab_4
Long-Term Debt and Other Liabilities - Additional Information (Detail) | Nov. 13, 2020USD ($) | Mar. 31, 2020shares | Dec. 11, 2019USD ($)shares | Mar. 03, 2015USD ($)shares | Apr. 30, 2021USD ($)shares | Apr. 25, 2019USD ($) | Nov. 21, 2018USD ($)Tradingday$ / shares | Sep. 30, 2021USD ($) | Mar. 31, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)shares | Dec. 31, 2020USD ($) | Aug. 26, 2019USD ($) | May 07, 2019USD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||
Amortization of deferred financing costs | $ 937,000 | $ 1,484,000 | $ 3,718,000 | $ 4,355,000 | ||||||||||||
Prepayment Of Net Cash Proceeds Percentage | 100.00% | |||||||||||||||
Prepayment Of Net Cash Proceeds Reduced Percentage | 50.00% | |||||||||||||||
Prepayment Of Net Cash Proceeds Maximum Reduction Percentage | 0.00% | |||||||||||||||
Prepayment Of Net Cash Proceeds Of Debt Offerings Percentage | 100.00% | |||||||||||||||
Total debt | 822,541,000 | 822,541,000 | $ 1,188,661,000 | |||||||||||||
Debt issuance costs | 15,200,000 | 15,200,000 | ||||||||||||||
Additional paid-in capital | $ 1,700,000 | 1,240,231,000 | $ 1,240,231,000 | 1,088,590,000 | ||||||||||||
Amount recorded as long-term debt and accumulated deficit reduction | $ 1,000,000 | |||||||||||||||
Forward stock repurchase transaction shares, excluded from dilution effect | shares | 600,000 | 2,100,000 | ||||||||||||||
Retired shares under Amended and Restated Forward Transaction | shares | 600,000 | |||||||||||||||
Payment Of Premium On Debt Redemption | $ 48,100,000 | |||||||||||||||
Convertible Notes, unamortized discount | 1,300,000 | $ 1,300,000 | ||||||||||||||
March2021 Exchange Agreements | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Exchange rate of common stock | $ / shares | $ 181.40 | $ 180.32 | ||||||||||||||
Principal Amount Basis For Common Stock Conversion | $ 1,000 | $ 1,000 | ||||||||||||||
Loss On Settlement Due To Stock Conversion | (4,400,000) | (14,600,000) | ||||||||||||||
Convertible Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Forward stock repurchase transaction shares, excluded from dilution effect | shares | 7,200,000 | |||||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | |||||||||||||||
Amortization of deferred financing costs | $ 0 | |||||||||||||||
Debt instrument, maturity date | Apr. 30, 2026 | |||||||||||||||
Margin On LIBOR | an adjusted London inter-bank offered rate (subject to a floor of 0.00%) plus an applicable margin ranging from 3.25% to 3.75% per annum depending on GIH’s senior secured first lien net leverage ratio or | |||||||||||||||
Floor rate | 0.00% | |||||||||||||||
Revolving Credit Facility [Member] | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Unused Borrowing Fee Percentage | 0.25% | |||||||||||||||
Revolving Credit Facility [Member] | Minimum | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest Rate On Debt | 3.25% | |||||||||||||||
Revolving Credit Facility [Member] | Minimum | Base Rate [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest Rate On Debt | 2.25% | |||||||||||||||
Revolving Credit Facility [Member] | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Unused Borrowing Fee Percentage | 0.50% | |||||||||||||||
Revolving Credit Facility [Member] | Maximum | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest Rate On Debt | 3.75% | |||||||||||||||
Revolving Credit Facility [Member] | Maximum | Base Rate [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest Rate On Debt | 2.75% | |||||||||||||||
Term Loan and Revolving Credit Facility [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Margin On LIBOR | an adjusted London inter-bank offered rate (subject to a floor of 0.75%) plus an applicable margin of 3.75% or | |||||||||||||||
Floor rate | 0.75% | |||||||||||||||
Term Loan and Revolving Credit Facility [Member] | Minimum | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest Rate On Debt | 3.75% | |||||||||||||||
Term Loan and Revolving Credit Facility [Member] | Minimum | Base Rate [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest Rate On Debt | 2.75% | |||||||||||||||
ABL Credit Facility [Member] | JP Morgan Chase Bank NA [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 30,000,000 | |||||||||||||||
Debt issuance costs | $ 300,000 | |||||||||||||||
Line Of Credit [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 725,000,000 | |||||||||||||||
Term loan discount rate | 0.50% | |||||||||||||||
Debt instrument, maturity date | Apr. 30, 2028 | |||||||||||||||
Line Of Credit [Member] | Term Loan and Revolving Credit Facility [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Prepayment of annual excess cash flow, Percentage | 50.00% | |||||||||||||||
Reduction in Prepayment of annual excess cash flow, Percentage | 25.00% | |||||||||||||||
Maximum reduction in Prepayment of annual excess cash flow, Percentage | 0.00% | |||||||||||||||
Leverage ratio | 7.50 | |||||||||||||||
Percentage Of All Commitments | 35.00% | |||||||||||||||
2024 Senior Secured Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Amortization of deferred financing costs | 700,000 | 1,100,000 | ||||||||||||||
Interest rate | 9.875% | |||||||||||||||
Aggregate principal amount | $ 50,000,000 | $ 905,000,000 | 723,200,000 | 723,200,000 | ||||||||||||
Total debt | 719,800,000 | 719,800,000 | ||||||||||||||
Loan origination fees | 19,700,000 | |||||||||||||||
Debt issuance costs | 18,600,000 | 18,600,000 | ||||||||||||||
Convertible Notes, unamortized discount | 3,400,000 | $ 3,400,000 | ||||||||||||||
Debt instrument redemption price, percentage | 104.938% | |||||||||||||||
Issue price as percentage of face value | 99.512% | |||||||||||||||
2024 Senior Secured Notes [Member] | May Two Thousand And Nineteen Additional Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Issue price as percentage of face value | 100.50% | |||||||||||||||
2024 Senior Secured Notes [Member] | November Two Thousand And Twenty Additional Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Issue price as percentage of face value | 103.50% | |||||||||||||||
6.00% Convertible Senior Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Amortization of deferred financing costs | 300,000 | 500,000 | $ 1,100,000 | $ 1,300,000 | ||||||||||||
Interest rate | 6.00% | |||||||||||||||
Aggregate principal amount | $ 237,800,000 | |||||||||||||||
Debt issuance costs | 700,000 | 700,000 | 2,700,000 | |||||||||||||
Option granted to initial purchasers | 32,300,000 | |||||||||||||||
Principal amount of Convertible Notes, subsequently exercised | 22,800,000 | |||||||||||||||
Proceeds received from the issuance of the convertible notes | 237,800,000 | |||||||||||||||
Convertible Notes | 188,700,000 | 215,100,000 | ||||||||||||||
Additional paid-in capital | $ 49,100,000 | |||||||||||||||
Effective interest rate on convertible notes | 13.60% | |||||||||||||||
Conversion of Stock, Amount Converted | $ 1,000,000 | |||||||||||||||
Conversion of Stock, Shares Issued | shares | 166,666 | |||||||||||||||
Conversion rate | 166.6667 | |||||||||||||||
Principal amount | $ 1,000 | |||||||||||||||
Conversion price | $ / shares | $ 6 | |||||||||||||||
Multiples of principal amount | $ 1,000 | |||||||||||||||
Debt instrument redemption price, percentage | 100.00% | |||||||||||||||
6.00% Convertible Senior Notes [Member] | Issuance Costs [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Loan origination fees | $ 8,100,000 | |||||||||||||||
Additional paid-in capital | 1,700,000 | |||||||||||||||
Issuance cost recorded to deferred financing costs | 6,400,000 | |||||||||||||||
6.00% Convertible Senior Notes [Member] | March2021 Exchange Agreements | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion of Stock, Amount Converted | $ 28,235,000 | |||||||||||||||
Conversion of Stock, Shares Issued | shares | 5,121,811 | |||||||||||||||
6.00% Convertible Senior Notes [Member] | April 2021 Exchange Agreement [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Conversion of Stock, Amount Converted | $ 105,726,000 | |||||||||||||||
Conversion of Stock, Shares Issued | shares | 19,064,529 | |||||||||||||||
6.00% Convertible Senior Notes [Member] | Institutional Buyers [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 215,000,000 | |||||||||||||||
6.00% Convertible Senior Notes [Member] | Stock Price Condition | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument convertible threshold trading days | Tradingday | 20 | |||||||||||||||
Debt instrument convertible threshold consecutive trading days | Tradingday | 30 | |||||||||||||||
Debt instrument convertible threshold percentage of stock price trigger | 130.00% | |||||||||||||||
6.00% Convertible Senior Notes [Member] | Notes Price Condition | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument convertible threshold trading days | Tradingday | 5 | |||||||||||||||
Debt instrument convertible threshold consecutive trading days | Tradingday | 5 | |||||||||||||||
Debt instrument convertible threshold percentage of stock price trigger | 98.00% | |||||||||||||||
2022 Convertible Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal amount | 102,800,000 | 102,800,000 | ||||||||||||||
Convertible Notes | $ 102,788,000 | 102,788,000 | 215,122,000 | [1] | ||||||||||||
Convertible Notes recorded as long-term debt | $ 49,100,000 | 237,800,000 | ||||||||||||||
Amount recorded as long-term debt and accumulated deficit reduction | $ 26,500,000 | 22,700,000 | ||||||||||||||
Convertible Notes, unamortized discount | 22,600,000 | |||||||||||||||
3.75% Convertible Senior Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Forward stock repurchase transactions amount | $ 140,000,000 | $ 140,000,000 | ||||||||||||||
Forward stock repurchase transaction shares, excluded from dilution effect | shares | 5,100,000 | 2,100,000 | 1,500,000 | |||||||||||||
3.75% Convertible Senior Notes [Member] | Convertible Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 3.75% | |||||||||||||||
9.875% Senior secured Notes Due On 2024 [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Amortization of deferred financing costs | $ 900,000 | 1,400,000 | $ 2,700,000 | |||||||||||||
Loan origination fees | $ 22,600,000 | |||||||||||||||
Debt issuance costs | $ 16,600,000 | |||||||||||||||
9.875% Senior secured Notes Due On 2024 [Member] | May Two Thousand And Nineteen Additional Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Aggregate principal amount | $ 20,000,000 | |||||||||||||||
[1] | Carrying value of the 2022 Convertible Notes reflects the unaccreted debt discount of $ 22.6 million as of December 31, 2020 . See Note 10, “Long-Term Debt and Other Liabilities,” for further information. |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended |
May 31, 2021 | Sep. 30, 2021 | |
Derivative Instruments Gain Loss [Line Items] | ||
Notional Amounts | $ 650,000 | |
Derivative, description of terms | We receive payments in the amount calculated pursuant to the caps for any period in which the three-month USD LIBOR rate increases beyond the applicable strike rate. | |
Unrealized loss on the interest rate caps gross | $ 400 | |
Unrealized loss on the interest rate caps net | 100 | |
Other Comprehensive Income (Loss) | ||
Derivative Instruments Gain Loss [Line Items] | ||
Fair value of outstanding derivative instruments, unrealized loss net of taxes deferred in accumulated other comprehensive income | 0 | |
Fair value of outstanding derivative instruments, loss, expected to be reclassified to earnings | $ 114 | |
Interest Rate Cap | ||
Derivative Instruments Gain Loss [Line Items] | ||
Notional Amounts | $ 8,600 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Schedule of Notional Amounts Strike Rates and End Dates of the Cap Agreements (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | May 31, 2021 | |
Derivative [Line Items] | ||
Notional Amounts | $ 650,000 | |
0.75% due on 7/31/2023 | ||
Derivative [Line Items] | ||
Start Date | Jul. 31, 2021 | |
End Date | Jul. 31, 2023 | |
Notional Amounts | $ 650,000 | |
Strike Rate | 0.75% | |
0.75% due on 7/31/2024 | ||
Derivative [Line Items] | ||
Start Date | Jul. 31, 2023 | |
End Date | Jul. 31, 2024 | |
Notional Amounts | $ 525,000 | |
Strike Rate | 0.75% | |
1.25% due on 7/31/2025 | ||
Derivative [Line Items] | ||
Start Date | Jul. 31, 2024 | |
End Date | Jul. 31, 2025 | |
Notional Amounts | $ 350,000 | |
Strike Rate | 1.25% | |
2.25% due on 7/31/2026 | ||
Derivative [Line Items] | ||
Start Date | Jul. 31, 2025 | |
End Date | Jul. 31, 2026 | |
Notional Amounts | $ 250,000 | |
Strike Rate | 2.25% | |
2.75% due on 7/31/2027 | ||
Derivative [Line Items] | ||
Start Date | Jul. 31, 2026 | |
End Date | Jul. 31, 2027 | |
Notional Amounts | $ 200,000 | |
Strike Rate | 2.75% |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Schedule of Fair Value of Interest Rate Derivates (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Prepaid Expenses and Other Current Assets | Interest Rate Cap Current | |
Derivatives Fair Value [Line Items] | |
Net Amount in Balance Sheet | $ 114 |
Other Noncurrent Assets | Interest Rate Cap Non Current | |
Derivatives Fair Value [Line Items] | |
Net Amount in Balance Sheet | $ 7,940 |
Interest Costs - Summary of Int
Interest Costs - Summary of Interest Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule Of Interest [Line Items] | ||||
Interest costs charged to expense | $ 9,891 | $ 26,164 | $ 52,556 | $ 78,928 |
Amortization of deferred financing costs | 937 | 1,484 | 3,718 | 4,355 |
Amortization of interest rate cap premium | 0 | 0 | 0 | 0 |
Accretion of debt discount | 115 | 3,551 | 303 | 10,312 |
Interest expense | 10,943 | 31,199 | 56,577 | 93,595 |
Total interest costs | 11,004 | 31,580 | 56,817 | 94,160 |
Software [Member] | ||||
Schedule Of Interest [Line Items] | ||||
Interest costs capitalized | $ 61 | $ 381 | $ 240 | $ 565 |
Leases - Additional Information
Leases - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Lessee operating lease option to extend | 15 years |
Leases - Summary of our lease e
Leases - Summary of our lease expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease cost | $ 3,520 | $ 2,864 | $ 9,684 | $ 8,657 |
Financing lease cost: | ||||
Amortization of leased assets | 3 | 38 | 8 | 219 |
Interest on lease liabilities | 12 | 31 | 40 | 80 |
Total lease cost | 3,535 | 2,933 | 9,732 | 8,956 |
Amortization of leased assets | 3 | 38 | 8 | 219 |
Interest on lease liabilities | 12 | 31 | 40 | 80 |
Total lease cost | $ 3,535 | $ 2,933 | $ 9,732 | $ 8,956 |
Leases - Other information rega
Leases - Other information regarding our leases (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash paid for amounts included in measurement of lease liabilities: | ||
Operating cash flows used in operating leases | $ 10,391 | $ 9,331 |
Operating cash flows used in financing leases | 40 | 80 |
Financing cash flows used in financing leases | 154 | 513 |
Operating leases obtained | 43,148 | 2,660 |
Financing leases obtained | $ 0 | $ 428 |
Weighted average remaining lease term | ||
Operating leases | 9 years | 7 years |
Financing leases | 2 years | 2 years |
Weighted average discount rate | ||
Operating leases | 7.00% | 10.40% |
Financing leases | 16.50% | 11.10% |
Leases - Annual Future Minimum
Leases - Annual Future Minimum Obligations for Operating Leases Other than Arrangements with Commercial Airline Partners (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 |
Operating Leases | |||
2021 (period from October 1 to December 31) | $ 2,389 | ||
2022 | 13,513 | ||
2023 | 12,239 | ||
2024 | 11,645 | ||
2025 | 11,079 | ||
Thereafter | 64,230 | ||
Total future minimum lease payments | 115,095 | ||
Less: Amount representing interest | (30,090) | ||
Present value of net minimum lease payments | 85,005 | $ 900 | |
Accrued liabilities | 7,231 | $ 8,089 | |
Non-current assets and liabilities | 77,774 | $ 38,018 | |
Other non-current liabilities | |||
Total lease liabilities | 85,005 | $ 900 | |
Financing Leases | |||
2021 (period from October 1 to December 31) | 139 | ||
2022 | 495 | ||
2023 | 289 | ||
Total future minimum lease payments | 923 | ||
Less: Amount representing interest | (43) | ||
Present value of net minimum lease payments | 880 | ||
Other non-current liabilities | 504 | ||
Total lease liabilities | 880 | ||
Accrued Liabilities | |||
Operating Leases | |||
Accrued liabilities | 7,231 | ||
Financing Leases | |||
Accrued liabilities | $ 376 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Loss Contingencies [Line Items] | ||
Accrued Liabilities | $ 0.4 | |
Linksmart Litigation [Member] | ||
Loss Contingencies [Line Items] | ||
Litigation filing date | April 20, 2018 | |
Securities Litigation [Member] | ||
Loss Contingencies [Line Items] | ||
Litigation filing date | June 27, 2018 | |
Cash payment related to tentative resolution | $ 17.3 | |
Accrued Liabilities | $ 17.3 | |
Derivative Litigation [Member] | ||
Loss Contingencies [Line Items] | ||
Litigation filing date | September 25, 2018 and September 26, 2018 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Summary of Fair Value and Carrying Value of Long-Term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Total debt | $ 822,541 | $ 1,188,661 | ||
Term Loan Facility [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair Value of Term Loans | [1] | 728,000 | ||
Term loans | [2] | 719,753 | ||
2024 Senior Secured Notes [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair Value of Long Term Debt | [1] | 1,045,000 | ||
Total debt | [3] | 973,539 | ||
2022 Convertible Notes [Member] | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair Value of Convertible Notes | [1] | 302,000 | 404,000 | |
Carrying Value of Convertible Notes | $ 102,788 | $ 215,122 | [4] | |
[1] | Fair value amounts are rounded to the nearest million. | |||
[2] | Carrying value of the Term Loan Facility reflects the unaccreted debt discount of $ 3.4 million as of September 30, 2021 . See Note 10, “Long-Term Debt and Other Liabilities,” for further information. | |||
[3] | Carrying value of the 2024 Senior Secured Notes reflects the unaccreted debt discount of $ 1.5 million as of December 31, 2020 . See Note 10, “Long-Term Debt and Other Liabilities,” for further information. | |||
[4] | Carrying value of the 2022 Convertible Notes reflects the unaccreted debt discount of $ 22.6 million as of December 31, 2020 . See Note 10, “Long-Term Debt and Other Liabilities,” for further information. |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Summary of Fair Value and Carrying Value of Long-Term Debt (Parenthetical) (Detail) - USD ($) $ in Millions | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instrument, Unamortized Discount | $ 1.3 | |
Term Loan Facility [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instrument, Unamortized Discount | $ 3.4 | |
2022 Convertible Notes [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instrument, Unamortized Discount | $ 22.6 | |
2024 Senior Secured Notes [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt Instrument, Unamortized Discount | $ 1.5 |
Income Tax - Additional Informa
Income Tax - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate | 0.70% | 0.70% | (0.90%) | (0.70%) | |
Income tax provision (benefit) | $ (131) | $ 65 | $ (443) | $ (216) | |
Reserve for unrecognized tax benefits | 0 | 0 | |||
Interest or penalties related to uncertain tax positions | 0 | $ 0 | 0 | $ 0 | |
Liabilities for interest and potential penalties | $ 0 | $ 0 | $ 0 |
Stock-Based Compensation and _3
Stock-Based Compensation and 401(k) Plan - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Stock options, shares granted | 26,726 | |||
Stock options exercised | 354,942 | |||
Stock options forfeited | 9,147 | |||
Stock options, shares expired | 0 | |||
Fair value of options granted | $ 0.2 | |||
Fair value of options granted recognized period | 1 year | |||
Employee Contribution | 100.00% | |||
Percentage of employees contribution matched by the company | 4.00% | |||
Employer Contribution | $ 400 | $ 300 | $ 1,300 | $ 900 |
Employee Stock Purchase Plan [Member] | ||||
Common stock, shares issued under Employee Stock Purchase Plan | 34,329 | |||
Restricted Stock Units (RSUs) [Member] | ||||
Fair value of options granted recognized period | 4 years | |||
Share units granted | 2,538,584 | |||
Share units forfeited | 222,627 | |||
Fair value of options granted | $ 24.9 | |||
Share units vested | 992,781 | |||
Deferred Stock Units [Member] | ||||
Fair value of options granted | $ 1.1 | |||
Fair value of options granted recognized period | 1 year | |||
Share units granted | 89,732 | |||
Share units vested | 146,128 |
Stock-Based Compensation and _4
Stock-Based Compensation and 401(k) Plan - Summary of Stock-Based Compensation Expense by Operating Expense Excluding Discontinued Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 5,403 | $ 4,680 | $ 10,144 | $ 8,283 |
Cost of Service Revenue [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 145 | 179 | 300 | 239 |
Cost of Equipment Revenue [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 141 | 203 | 336 | 338 |
Engineering, Design and Development [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 379 | 584 | 866 | 902 |
Sales and Marketing [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 601 | 413 | 1,137 | 938 |
General and Administrative [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 4,137 | $ 3,301 | $ 7,505 | $ 5,866 |
Research and Development Costs
Research and Development Costs - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Research And Development [Abstract] | ||||
Research and Development Expense | $ 6 | $ 4.5 | $ 18 | $ 17.4 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Summary of changes in accumulated other comprehensive income (loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning Balance | $ (577,282) | $ (569,017) | $ (641,114) | $ (398,890) |
Net current period comprehensive income (loss) | (34) | 535 | (326) | (2,067) |
Ending Balance | (560,237) | (647,194) | (560,237) | (647,194) |
Accumulated Currency Translation Adjustment [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning Balance | (1,013) | (2,256) | ||
Other comprehensive income (loss) before reclassifications | 106 | (2,067) | ||
Net current period comprehensive income (loss) | 106 | (2,067) | ||
Ending Balance | (907) | (4,323) | (907) | (4,323) |
Accumulated Change in Fair Value Cash Flow Hedge [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Other comprehensive income (loss) before reclassifications | (432) | |||
Net current period comprehensive income (loss) | (432) | |||
Ending Balance | (432) | (432) | ||
Accumulated Other Comprehensive Loss [Member] | ||||
Accumulated Other Comprehensive Income Loss [Line Items] | ||||
Beginning Balance | (1,305) | (4,858) | (1,013) | (2,256) |
Other comprehensive income (loss) before reclassifications | (326) | (2,067) | ||
Net current period comprehensive income (loss) | (326) | (2,067) | ||
Ending Balance | $ (1,339) | $ (4,323) | $ (1,339) | $ (4,323) |